SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

West Michael W.

(Last)

(First)

(Middle)

C/O TRANSCAT, INC.

35 VANTAGE POINT DRIVE

(Street)

ROCHESTER

14624

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSCAT INC [ TRNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Distribution & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.50 par value	06/04/2020		A		1,956⁽¹⁾	A	$0	16,419⁽²⁾	D
Common Stock, $.50 par value	06/04/2020		F		760⁽³⁾	D	$26.29	15,659	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock, $.50 par value	350		350	D
Restricted Stock Units	$0⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock, $.50 par value	2,341		2,341	D
Restricted Stock Units	$0⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, $.50 par value	3,425		3,425	D
Stock Option (Right to Buy)	$12							⁽⁷⁾	06/19/2022	Common Stock, $.50 par value	25,000		25,000	D

Explanation of Responses:

1. These shares were awarded to Mr. West upon the vesting of a performance-based restricted stock award granted to him under the Transcat, Inc. 2003 Incentive Plan, as amended, in a transaction exempt under Rule 16b-3. The shares underlying this award vested after three years based on the Company's achievement on certain pre-determined earnings per share thresholds over the eligible three-year period that ended in fiscal year 2020.

2. Includes 66 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan.

3. These shares were withheld to cover related tax witholding obligations.

4. These restricted stock units, which convert into common stock on a one-for-one basis, vested one-third on each of April 1, 2019 and April 1, 2020 and vest one-third on April 1, 2021, except as otherwise provided in the award notice.

5. These restricted stock units, which convert into common stock on a one-for-one basis, vest on March 26, 2022, except as otherwise provided in the award notice.

6. These restricted stock units, which convert into common stock on a one-for-one basis, vest on March 27, 2021, except as otherwise provided in the award notice.

7. This option has fully vested as of the date of this report.

Remarks:

	/s/ Michael J. Tschiderer, Attorney-in-fact for Michael W. West	06/08/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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