TRANSCAT INC — Director's Dealing 2012

May 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2012-05-21

Reporting Person: Zimmer John J (Senior VP of Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-21	Common Stock, $.50 par value	A	4863	—	Acquired	32097	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$5.80	2016-08-02	Common Stock, $.50 par value (6000)	6000	Direct
Stock Option (Right to Buy)	$7.72	2017-07-30	Common Stock, $.50 par value (30080)	30080	Direct

Footnotes

F1: These shares were awarded to Mr. Zimmer upon the vesting of a performance-based restricted stock award granted to him on 4/6/09 under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3. The shares underlying the award vest after three years subject to the Company achieving specific cumulative fully-diluted earnings per share (EPS) objectives over the eligible three-year period ending in fiscal year 2012. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Zimmer's award vested with respect to 4,863 shares.

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