TRANSCAT INC — Director's Dealing 2019

May 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2019-05-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-22	Common Stock, $.50 par value	A	54055	—	Acquired	149981	Direct
2019-05-22	Common Stock, $.50 par value	F	20171	$24.11	Disposed	129810	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-22	Restricted Stock Units	$0	A	9362	Acquired		Common Stock, $.50 par value (9362)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock, $.50 par value (6830)	6830	Direct
Stock Option (Right to Buy)	$12.00	2022-06-19	Common Stock, $.50 par value (50000)	50000	Direct
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 under the Transcat, Inc. 2003 Incentive Plan, as amended, 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 that ended in fiscal year 2019. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Rudow's award vested with respect to 54,055 shares.

F2: Includes 1,088 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan.

F3: These shares were withheld to cover related tax withholding obligations.

F4: These restricted stock units which convert into common stock on a one-for-one basis, were granted under the Transcat, Inc. 2003 Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 26, 2022.

F5: These restricted stock units, which convert into common stock on a one-for-one basis, vest on March 27, 2021, except as otherwise provided in the award notice.

F6: This option was previously reported by Mr. Rudow and is fully exercisable as of the date of this report.