TRANSCAT INC — Director's Dealing 2010

May 13, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2010-05-03

Reporting Person: Hennessy John P. (Vice President of Sales)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.50 par value	2503	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$6.00	2018-01-29	Common Stock, $.50 par value (10000)		Direct
Stock Option (Right to Buy)	$6.75	2018-05-04	Common Stock, $.50 par value (13110)		Direct

Footnotes

F1: This amount excludes performance-based restricted stock awards of 1,500 shares, 4,798 shares and 4,034 shares, respectively, that vest after three years subject to the company achieving specific cumulative fully-diluted earnings per share objectives over the eligible three-year period. At such time, Mr. Hennessy 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, these awards are not included in the amount of securities beneficially owned by Mr. Hennessy.

F2: This option was awarded under the Transcat, Inc. 2003 Incentive Plan. Mr. Hennessy can exercise this option as follows: 2,000 shares on 1/29/10, 2,000 shares on 1/29/11 and 6,000 shares on 1/29/12.

F3: This option was awarded under the Transcat, Inc. 2003 Incentive Plan. Mr. Hennessy can exercise this option as follows: 2,622 shares on 5/5/10, 2,622 shares on 5/5/11 and 7,866 shares on 5/5/12.