SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEMARTINO STEVEN A

(Last)

(First)

(Middle)

ONE HAMDEN CENTER

2319 WHITNEY AVENUE, SUITE 3B

(Street)

HAMDEN

06518

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSACT TECHNOLOGIES INC [ TACT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CFO, Treas. & Secr.

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2019		A		2,226⁽¹⁾	A	$0.00⁽¹⁾	60,472	D
Common Stock	03/01/2019		A		402⁽⁶⁾	A	$0.00⁽⁵⁾	60,874	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$10.34	02/27/2019		A		37,100		02/27/2020⁽²⁾	02/27/2029	Common Stock	37,100	$10.34	37,100	D
Restricted Stock Units	⁽³⁾	02/27/2019		A		8,900		⁽⁴⁾	⁽⁴⁾	Common Stock	8,900	$0.00	8,900	D
Restricted Stock Units	⁽⁵⁾	03/01/2019		M			750	⁽⁵⁾	⁽⁵⁾	Common Stock	750	$0.00⁽⁵⁾	2,250	D

Explanation of Responses:

1. The acquisition of common stock represents the vesting of performance share awards (PSAs), net of relinquishments, awarded on May 22, 2017 pursuant to the Company's 2014 Equity Incentive Plan. Each PSA has a value equal to one share of TransAct common stock. The PSAs are earned on a variable basis dependent upon level of achievement against a long-term performance metric, which for 2017 was a two-year combined EBITDA target for 2017 and 2018, which ended on December 31, 2018. The performance criteria was satisfied at the 93.9% level, which resulted in a payout of 84.7% of the PSAs granted during 2017. Mr. DeMartino relinquished 1,923 shares of common stock of the 4,149 PSAs that converted to common stock on February 27, 2019 in order to pay required income and payroll taxes.

2. Grant of the non-qualified stock option under the Company's 2014 Equity Incentive Plan. The option becomes exercisable 25% per year on each anniversary date of the grant.

3. The Restricted Stock Units convert to common stock on a one-for-one basis.

4. The Restricted Stock Units were issued pursuant to the Company's 2014 Equity Incentive Plan. The Restricted Stock Units vest 25% per year on each anniversary of the date of grant.

5. Shares of the Restricted Stock Units issued on March 1, 2018 pursuant to the Company's 2014 Equity Incentive Plan, vesting 25% annually commencing on the first anniversary of the date of grant that have converted to common stock on a one-for-one basis.

6. Mr. DeMartino relinquished 348 shares of common stock of the 750 restricted stock units that converted to common stock on March 1, 2019 in order to pay required income and payroll taxes.

	Steve A. DeMartino	03/01/2019
	** Signature of Reporting Person	Date
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