TRANSCAT INC — Director's Dealing 2013

May 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2013-05-21

Reporting Person: Hennessy John P. (VP of Sales and Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-21	Common Stock, $.50 par value	A	3026	—	Acquired	19484	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)	10000	Direct
Stock Option (Right to Buy)	$6.75	2018-05-05	Common Stock, $.50 par value (13110)	13110	Direct

Footnotes

F1: These shares were awarded to Mr. Hennessy upon the vesting of a performance-based restricted stock award granted to him on 4/5/10 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 2013. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Hennessy's award vested with respect to 3,026 shares.

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