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: GARELICK E LEE (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	308226	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
Warrant (Right to Buy)	$3.0625	2004-08-17	Common Stock, par value $.50 per share (4000)	4000	Direct
Warrant (Right to Buy)	$2.9062	2005-08-15	Common Stock, par value $.50 per share (4000)	4000	Direct
Warrant (Right to Buy)	$2.00	2006-08-21	Common Stock, par value $.50 per share (4000)	4000	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.

F2: This non-transferable warrant was previously reported by Mr. Garelick.

F3: This non-transferable warrant was previously reported by Mr. Garelick. Mr. Garelick 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: 8/16/00--$5.50; 1/1/01--$7.50; 1/1/02--$10.50; 1/1/03--$15.00; to the extent such market price requirements are not satisfied, the balance of the warrant becomes exercisable on 8/16/04.

F4: This non-transferable warrant was previously reported by Mr. Garelick. Mr. Garelick 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: 8/22/01--$3.50; 1/1/02--$6.00; 1/1/03--$9.00; 1/1/04--$13.50; to the extent such market price requirements are not satisfied, the balance of the warrant becomes exercisable on 8/22/05.

F5: This non-transferable warrant was previously reported by Mr. Garelick. Mr. Garelick 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.

F6: 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. Garelick 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.