TRANSACT TECHNOLOGIES INC — Major Shareholding Notification 2022

Feb 10, 2022

SC 13D/A 1 e721275_sc13da-tact.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Transact Technologies Incorporated
(Name of Issuer) Common Stock, par value $0.01 per share
(Title of Class of Securities)

892918103
(CUSIP Number)

Michael Braner

325 Capital LLC

200 Park Avenue 17 th Floor

New York, NY 10016

646-774-2904

Elizabeth Gonzalez-Sussman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, New York 10019 (212) 451-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 8, 2022
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

| CUSIP No. — 1 | NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | | |
| --- | --- | --- | --- |
| | 325 Capital Master Fund LP | | |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| | | (b) | ☐ |
| 3 | SEC USE ONLY | | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | WC | | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) | | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | Cayman Islands | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| | | 0 | |
| | 8 | SHARED VOTING POWER | |
| | | 225,328 | |
| | 9 | SOLE DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED DISPOSITIVE POWER | |
| | | 225,328 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | 225,328 | | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) | | ☐ |
| | (SEE INSTRUCTIONS) | | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 2.3% | | |
| 14 | TYPE OF REPORTING PERSON | | |
| | PN | | |

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| CUSIP No. — 1 | NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | | |
| --- | --- | --- | --- |
| | 325 Capital GP LLC | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| | | (b) | ☐ |
| 3 | SEC USE ONLY | | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | OO | | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | Delaware | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| | | 0 | |
| | 8 | SHARED VOTING POWER | |
| | | 225,328 | |
| | 9 | SOLE DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED DISPOSITIVE POWER | |
| | | 225,328 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | 225,328 | | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) | | ☐ |
| | (SEE INSTRUCTIONS) | | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 2.3% | | |
| 14 | TYPE OF REPORTING PERSON | | |
| | OO | | |

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| CUSIP No. — 1 | NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 32-0588582 | | |
| --- | --- | --- | --- |
| | 325 Capital LLC | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| | | (b) | ☐ |
| 3 | SEC USE ONLY | | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | OO | | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | Delaware | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| | | 0 | |
| | 8 | SHARED VOTING POWER | |
| | | 1,011,789 | |
| | 9 | SOLE DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED DISPOSITIVE POWER | |
| | | 1,011,789 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | 1,011,789 | | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) | | ☐ |
| | (SEE INSTRUCTIONS) | | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 10.3% | | |
| 14 | TYPE OF REPORTING PERSON | | |
| | OO | | |

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| CUSIP No. — 1 | NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | | |
| --- | --- | --- | --- |
| | Michael Braner | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| | | (b) | ☐ |
| 3 | SEC USE ONLY | | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | OO | | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | United States of America | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| | | 0 | |
| | 8 | SHARED VOTING POWER | |
| | | 1,011,789 | |
| | 9 | SOLE DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED DISPOSITIVE POWER | |
| | | 1,011,789 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | 1,011,789 | | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) | | ☐ |
| | (SEE INSTRUCTIONS) | | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 10.3% | | |
| 14 | TYPE OF REPORTING PERSON | | |
| | IN | | |

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| CUSIP No. — 1 | NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | | |
| --- | --- | --- | --- |
| | Daniel Friedberg | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| | | (b) | ☐ |
| 3 | SEC USE ONLY | | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | OO | | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | United States of America | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| | | 0 | |
| | 8 | SHARED VOTING POWER | |
| | | 1,011,789 | |
| | 9 | SOLE DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED DISPOSITIVE POWER | |
| | | 1,011,789 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | 1,011,789 | | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) | | ☐ |
| | (SEE INSTRUCTIONS) | | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 10.3% | | |
| 14 | TYPE OF REPORTING PERSON | | |
| | IN | | |

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| CUSIP No. — 1 | NAME OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | | |
| --- | --- | --- | --- |
| | Anil Shrivastava | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| | | (b) | ☐ |
| 3 | SEC USE ONLY | | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | OO | | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | United States of America | | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| | | 0 | |
| | 8 | SHARED VOTING POWER | |
| | | 1,011,789 | |
| | 9 | SOLE DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED DISPOSITIVE POWER | |
| | | 1,011,789 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | 1,011,789 | | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) | | ☐ |
| | (SEE INSTRUCTIONS) | | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 10.3% | | |
| 14 | TYPE OF REPORTING PERSON | | |
| | IN | | |

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The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D (as amended to date, the “Schedule 13D”) originally filed by certain of the Reporting Persons on July 20, 2021 and amended on August 9, 2021, January 28, 2022 and February 3, 2022 (“Amendment No. 3”). This Amendment No. 4 amends and restates the Schedule 13D as specifically set forth herein. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given to such terms in the Schedule 13D.

Item 4 . Purpose of Transaction .

Item 4 is hereby amended to add the following:

On February 8, 2022, 325 Master Fund and Harbert Fund (the “ Record Stockholders ”), collectively delivered a letter to the Issuer nominating two highly-qualified candidates, Audrey P. Dunning and Daniel M. Friedberg (collectively, the “ Nominees ”), for election to the Issuer’s board of directors (the “ Board ”) at the 2022 annual meeting of stockholders of the Issuer (the “ 2022 Annual Meeting ”). In the letter, the Record Stockholders also submitted two non-binding proposals for consideration by stockholders at the 2022 Annual Meeting requesting, respectively, that the Board take all necessary steps in its power to (i) declassify the Board (in a manner that does not affect the unexpired terms of the previously elected directors) so that all directors are elected on an annual basis commencing at the next annual meeting of stockholders after the 2022 Annual Meeting and (ii) separate the Chairman and CEO roles, such that the position of Chairman of the Board may not be held by any individual who is also an officer of the Company.

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Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2022

325 CAPITAL MASTER FUND LP
	By: 325 Capital GP, LLC, its General Partner
By:	/s/ Michael Braner
Name	Michael Braner
Title	Managing Member
325 CAPITAL GP, LLC
By:	/s/ Michael Braner
Name	Michael Braner
Title	Managing Member
325 CAPITAL LLC
By:	/s/ Michael Braner
Name	Michael Braner
Title	Managing Member
MICHAEL BRANER
By:	/s/ Michael Braner
Name	Michael Braner
DANIEL FRIEDBERG
By:	/s/ Daniel Friedberg
Name	Daniel Friedberg
ANIL SHRIVASTAVA
By:	/s/ Anil Shrivastava
Name	Anil Shrivastava