TRANSCAT INC — Director's Dealing 2003

Jul 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2003-07-22

Reporting Person: PALMER HARVEY J (Director)

Footnotes

F1: Automatic grant pursuant to the Transcat, Inc. Directors' Stock Plan in a transaction exempt under Rule 16b-3. For awards granted after 4/1/02, Dr. Palmer has elected to defer receipt of all of the 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: Dr. Palmer also directly owns the following non-transferable warrants (all of which were previously reported), exercisable in cumulative increments of 1,000 shares on various dates and under various circumstances: a warrant to purchase 4,000 shares at $3.75, which warrant expires on 8/18/03; a warrant to purchase 4,000 shares at $3.0625 (to the extent the market price requirements are not met, the warrant becomes exercisable on 8/18/03 and expires on 8/17/04); a warrant to purchase 4,000 shares at $2.9062 (to the extent the market price requirements are not met, the warrant becomes exercisable on 8/16/04 and expires on 8/15/05); a warrant to purchase 4,000 shares at $2.00 (to the extent the market price requirements are not met, the warrant becomes exercisable on 8/22/05 and expires on 8/21/06); and a warrant to purchase 4,000 shares at $.97 (to the extent the market price requirements are not met, the warrant becomes exercisable on 8/20/06 and expires on 8/19/07).