TRANSCAT INC — Director's Dealing 2003

Aug 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2003-08-19

Reporting Person: KLIMASEWSKI ROBERT G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-19	Common Stock, $.50 par value	A	3066	—	Acquired	61499.84	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-20	Warrant (Right to Buy)	$2.31	A	4000	Acquired	2008-08-19	Common Stock, par value $.50 per share (4000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$3.785	2003-10-27	Common Stock, par value $.50 per share (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$2.4062	2004-12-16	Common Stock, par value $.50 per share (200000)	200000	Direct
Warrant (Right to Buy)	$.97	2007-08-19	Common Stock, par value $.50 per share (4000)	4000	Direct

Footnotes

F1: Automatic grant pursuant to the Transcat, Inc. Directors' Stock Plan in a transaction exempt under Rule 16b-3. For awards granted after 4/01/02, Mr. Klimasewski has elected to defer receipt of all shares credited to his participant stock account under the Directors' Stock Plan until the expiration of the deferral period, at which time the shares will be issued pursuant to the terms of his prior election.

F2: This option was previously reported by Mr. Klimasewski.

F3: This option was previously reported by Mr. Klimasewski. Mr. Klimasewski can exercise this option in cumulative increments of 50,000 shares after each of the following dates, providing the market price of the Company's Common Stock meets or exceeds, for 20 of 30 consecutive trading days, the following respective amounts: 12/17/99--$7.00; 1/1/00--$11.00; 1/1/01--$15.00; 1/1/02--$19.00; to the extent such market price requirements are not satisfied, the balance of the option becomes exercisable on 12/17/03.

F4: This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski can exercise this warrant in cumulative increments of 1,000 shares after each of the following dates, providing the market price of the Company's Common Stock meets or exceeds, for 20 of 30 consecutive trading days, the following respective amounts: 8/20/02--$2.25; 1/1/03--$3.50; 1/1/04--$5.25; 1/1/05--$7.50; to the extent such market price requirements are not satisfied, the balance of the option becomes exercisable on 8/20/06.

F5: This non-transferable warrant was granted under the Transcat, Inc. Amended and Restated Directors' Warrant Plan in a transaction exempt under Rule 16b-3. Mr. Klimasewski can exercise this warrant in cumulative increments of 1,000 shares after each of the following dates, providing the market price of the Company's Common Stock meets or exceeds, for 20 of 30 consecutive trading days, the following respective amounts: 8/20/03--$3.50; 1/1/04--$5.00; 1/1/05--$6.50; 1/1/06--$7.00; to the extent such market price requirements are not satisfied, the balance of the option becomes exercisable on 8/20/07.