TRANSCAT INC — Director's Dealing 2016

May 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2016-05-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-17	Common Stock, $.50 par value	A	18477	—	Acquired	64871	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 (99000)	99000	Direct

Footnotes

F1: These shares were awarded to Mr. Rudow upon the vesting of a performance-based restricted stock award granted to him on 4/1/13 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 2016. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Rudow's award vested with respect to 18,477 shares.

F2: Includes 2,015 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan and an adjustment of an additional 1,000 shares to correct a typographical error in Mr. Rudow's prior report.

F3: This option was previously reported by Mr. Rudow and is exercisable as follows: 20,000 shares on 7/30/15, 20,000 shares on 7/30/16, and 60,000 shares on 7/30/17.