TRANSCAT INC — Director's Dealing 2009

May 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2008-09-12

Reporting Person: HADEED CHARLES P (Director, President, CEO and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-12	Common Stock, $.50 par value	G	200	—	Disposed	92349	Direct
2009-01-14	Common Stock, $.50 par value	G	700	—	Disposed	92048	Direct
2009-04-06	Common Stock, $.50 par value	A	33506	—	Acquired	92531	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.20	2013-10-28	Common Stock, $.50 par value (20000)	20000	Direct
Stock Option (Right to Buy)	$2.89	2014-10-18	Common Stock, $.50 par value (20000)	20000	Direct
Stock Option (Right to Buy)	$4.26	2015-08-16	Common Stock, $.50 par value (6103)	6103	Direct
Stock Option (Right to Buy)	$5.68	2016-08-08	Common Stock, $.50 par value (7042)	7042	Direct
Stock Option (Right to Buy)	$5.24	2017-04-10	Common Stock, $.50 par value (100000)	100000	Direct
Stock Option (Right to Buy)	$7.72	2017-07-30	Common Stock, $.50 par value (48128)	48128	Direct

Footnotes

F1: Mr. Hadeed voluntarily reported the grant of a performance-based restricted stock award of 20,000 shares on 5/5/08. The amount of securities beneficially owned by Mr. Hadeed following the grant has been corrected to exclude this performance-based award.

F2: Includes 459 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between May 2008 and August 2008.

F3: Includes 399 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between September 2008 and December 2008.

F4: Includes 483 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between January 2009 and March 2009.

F5: This performance-based restricted stock award was granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3. The award vests after three years subject to the company achieving specific cumulative fully-diluted earnings per share objectives over the eligible three-year period ending in fiscal year 2012. At such time, Mr. Hadeed will receive a percentage of the award if the company meets certain pre-determined earnings per share thresholds. Failure to achieve the minimum threshold will result in no shares awarded. Accordingly, the award is not included in the amount of securities beneficially owned by Mr. Hadeed following the grant.

F6: This option was previously reported by Mr. Hadeed.

F7: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 2,348 shares on 8/08/07, 2,347 shares on 8/08/08, and 2,347 shares on 8/08/09.

F8: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 33,334 shares on 4/10/08, 33,333 shares on 4/10/09, and 33,333 shares on 4/10/10.

F9: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 9,625 shares on 7/30/09, 9,625 shares on 7/30/10 and 28,878 shares on 7/30/11.