SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TINICUM CAPITAL PARTNERS II LP

(Last)

(First)

(Middle)

800 THIRD AVENUE

40TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2006

3. Issuer Name and Ticker or Trading Symbol
TRANSTECHNOLOGY CORP [ TTLG ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	1,702,919⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. (See Explanation of Responses)

Remarks:

Pursuant to a Stock Purchase Agreement (the "SPA"), dated as of February 15, 2006, by and among Tinicum Capital Partners II, L.P. ("TCP"), Tinicum Capital Partners II Parallel Fund, L.P. ("TCPP") and TransTechnology Corp. (the "Company"), TCP agreed to purchase, from the Company through a privately negotiated transaction (the "Transaction"), 1,658,044 newly issued shares of the Company's common stock, par value $0.01 per share ("Common Stock") for a purchase price of $7.50 in cash per share. Under the SPA, TCPP agreed to purchase 8,623 shares of Common Stock, also at a purchase price of $7.50 in cash per share. Prior to the closing of the Transaction, which occurred on February 17, 2006, TCP owned 62,875 shares of Common Stock, and TCPP owned 425 shares of Common Stock. Upon the closing of the Transaction, TCP owned an aggregate of 1,702,919 shares of Common Stock, and TCPP owned an aggregate of 9,048 shares of Common Stock. Because TCP and TCPP may be deemed to be under common control, both may be deemed to beneficially own the shares of Common Stock beneficially owned by the other, although TCP and TCPP both disclaims such beneficial ownership. If TCP and TCPP are deemed to beneficially own shares of Common Stock held by the other, TCP and TCPP's aggregate beneficial ownership of Common Stock would be 1,729,967 shares of Common Stock. Pursuant to rule 16a-1(4) of the Securities Exchange Act of 1934, as amended (the "Act"), TCP states that this filing shall not be deemed an admission that TCP is, for purpose of Section 16 of the Act or otherwise, the beneficial owner of the shares of Common Stock owned by TCPP.

	Eric Ruttenberg, Co-Managing Member of Tinicum Lantern II, LLC, Tinicum Capital Parnters II, L.P.'s General Partner	02/27/2006
	** 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 5 (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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