TRANSCAT INC — Director's Dealing 2014

May 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2014-05-20

Reporting Person: Rudow Lee D. (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-20	Common Stock, $.50 par value	A	8799	—	Acquired	32024	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$7.57	2023-07-30	Common Stock, $.50 par value (100000)	100000	Direct

Footnotes

F1: These shares were awarded to Mr. Rudow upon the vesting of a performance-based restricted stock award granted to him on 4/4/11 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 2014. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Rudow's award vested with respect to 8,799 shares.

F2: Includes 1,367 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan.

F3: This option was previously reported by Mr. Rudow. Mr. Rudow can exercise this option as follows: 20,000 shares on 9/10/15, 20,000 shares on 9/10/16, and 60,000 shares on 9/10/17.