SEC Form 4 · accession 0000891839-18-000046
TRANSCAT INC · TRNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A. Flack
Officer — VP Service Sales & Operations
Period of report
May 23, 2018
Accepted (ET)
May 25, 2018 · 4:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000099302
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.50 par valueF1 | May 23, 2018 | A | 4,734 | $0.00 | A | 16,818 | D | |
| Common Stock, $.50 par valueF2,F3 | May 23, 2018 | F | 1,375 | $16.90 | D | 15,562 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5 | $0.00 | May 23, 2018 | A | 4,118 | A | — | — | Common Stock, $.50 par value | 4,118 | 4,118 | D |
| Restricted Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock, $.50 par value | 3,000 | 3,000 | D |
| Stock Option (Right to Buy) | $12.00 | holding | — | — | — | Jun 19, 2017 | Jun 19, 2022 | Common Stock, $.50 par value | 25,000 | 25,000 | D |
Explanation of responses
- F1These shares were awarded to Mr. Flack upon the vesting of a performance-based restricted stock award granted to him 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 that ended in fiscal year 2018. Based on the Company's achievement of certain pre-determined EPS thresholds, Mr. Flack's award vested with respect to 4,734 shares.
- F2These shares were withheld to cover related tax withholding obligations.
- F3Includes 119 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan.
- F4These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of the first three anniversaries of the 6/19/2017 grant date.
- F5These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 27, 2021.