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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KOSTELNI JEFFREY C (Last) (First) (Middle) 1000 LUCAS WAY (Street) HAMPTON VA 23666 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Measurement Specialties Inc [ MEAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President-Finance
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	02/06/2012		S		1,000	D	$34.26	22,450	D
Common Stock, no par value	02/06/2012		M		5,000	A	$23.09	27,450	D
Common Stock, no par value	02/06/2012		M		6,000	A	$13.53	33,450	D
Common Stock, no par value	02/06/2012		M		1,667	A	$26.91	35,117	D
Common Stock, no par value	02/06/2012		M		2,167	A	$7.1	37,284	D
Common Stock, no par value	02/06/2012		M		1,333	A	$10.1	38,617	D
Common Stock, no par value	02/06/2012		S		16,167	D	$33.7929	22,450	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$23.09	02/06/2012		M			5,000	(1)	(2)	Common Stock, no par value	5,000	$0	0	D
Option (Right to Buy)	$13.53	02/06/2012		M			6,000	(3)	(4)	Common Stock, no par value	6,000	$0	24,000	D
Option (Right to Buy)	$26.91	02/06/2012		M			1,667	(5)	12/01/2020	Common Stock, no par value	1,667	$0	3,333	D
Option (Right to Buy)	$7.1	02/06/2012		M			2,167	(6)	(7)	Common Stock, no par value	2,167	$0	2,167	D
Option (Right to Buy)	$10.1	02/06/2012		M			1,333	(8)	(9)	Common Stock, no par value	1,333	$0	1,334	D

Explanation of Responses:

1. The option, representing a right to purchase a total of 5,000 shares, became exercisable in five equal annual installments beginning on November 22, 2007, which was the first anniversary of the date on which the option was granted.

2. The option, representing a right to purchase a total of 5,000 shares, expires in five equal annual installments beginning on November 22, 2012, which is the fifth anniversary of the date on which the option first became exercisable.

3. The option, representing a right to purchase a total of 30,000 shares, became exercisable in five equal annual installments beginning on July 1, 2011, which was the first anniversary of the date on which the option was granted.

4. The option, representing a right to purchase a total of 30,000 shares, expires in five equal annual installments beginning on July 1, 2016, which is the fifth anniversary of the date on which the option first became exercisable.

5. The option, representing a right to purchase a total of 5,000 shares, became exercisable, with respect to 1,667 shares on each of December 1, 2011 and December 1, 2012, and with respect to 1,666 shares on December 1, 2013.

6. The option, representing a right to purchase a total of 6,501 shares, became exercisable in three equal annual installments beginning on July 1, 2010, which was the first anniversary of the date on which the option first was granted.

7. The option, representing a right to purchase a total of 6,501 shares, expires in three equal annual installments beginning on July 1, 2015, which is the fifth anniversary of the date on which the option first became exercisable.

8. The option, representing a right to purchase 4,000 shares, became exercisable with respect to 1,333 shares on each of September 1, 2010 and September 1, 2011 and with respect to 1,334 shares on September 1, 2012.

9. The option, representing a right to purchase 4,000 shares, expires with respect to 1,333 shares on each of September 1, 2015 and September 1, 2016, and with respect to 1,334 shares on September 1, 2017.

Remarks:

	/s/ Jeffrey C. Kostelni	02/07/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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