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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 5.8 | (4) | 08/02/2016 | Common Stock, $.50 par value | 10,000 (4) | 10,000 (4) | D | ||||||||
Stock Option (Right to Buy) | $ 7.72 | (5) | 07/30/2017 | Common Stock, $.50 par value | 30,080 (5) | 30,080 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zimmer John J C/O TRANSCAT, INC. 35 VANTAGE POINT DRIVE ROCHESTER, NY 14624 |
VP of Finance and CFO |
/s/ John J. Zimmer | 05/04/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This performance-based restricted stock award was granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3. The award vests after three years subject to the company achieving specific cumulative fully-diluted earnings per share objectives over the eligible three-year period ending in fiscal year 2012. At such time, Mr. Zimmer will receive a percentage of the award if the company meets certain pre-determined earnings per share thresholds. Failure to achieve the minimum threshold will result in no shares awarded. Accordingly, the award is not included in the amount of securities beneficially owned by Mr. Zimmer following the grant. |
(2) | Mr. Zimmer voluntarily reported the grant of a performance-based restricted stock award of 6,000 shares on 5/5/08. The amount of securities beneficially owned by Mr. Zimmer following the grant has been corrected to exclude this performance-based award. |
(3) | Includes 822 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between June 2008 and March 2009. |
(4) | This option was previously reported by Mr. Zimmer. Mr. Zimmer can exercise this option as follows: 3,334 shares on 8/02/07, 3,333 shares on 8/02/08, and 3,333 shares on 8/02/09. |
(5) | This option was previously reported by Mr. Zimmer. Mr. Zimmer can exercise this option as follows: 6,016 shares on 7/30/09, 6,016 shares on 7/30/10 and 18,048 shares on 7/30/11. |