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^*

Mukerjee Sandip

(Last)

(First)

(Middle)

11126 MCCORMICK ROAD

(Street)

HUNT VALLEY

21031

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TESSCO TECHNOLOGIES INC [ TESS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2019

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	08/20/2019		M		6,116	A	⁽¹⁾	6,116	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)
Restricted Stock Unit (RSU)	⁽²⁾	08/20/2019		A⁽⁴⁾		19,000		⁽³⁾	⁽³⁾	Common Stock	19,000	$0	19,000	D

Explanation of Responses:

1. In respect of the PSUs granted in May 2018 with respect to fiscal year 2019, on August 20, 2019, the reporting person earned the right to receive 6,116 shares of Common Stock. The reporting person was associated with the Issuer on August 20, 2019, resulting in the vesting and issuance of 1,529 of the 6,116 shares of Common Stock so earned. The remaining 4,587 shares have been earned, but are not yet vested.

2. Each Restricted Stock Unit (or RSU) represents a conditional right to receive one share of TESSCO Technologies Incorporated common stock.

3. Subject to the more detailed terms of the applicable Restricted Stock Unit Agreement, the number of shares of common stock "earned" from time to time is determined by multiplying the number of RSUs covered by the award by a fraction, the numerator of which is the amount of cumulative dividends (regular, ordinary and special) declared and paid (or under certain circumstances deemed declared and paid), if any, on the Common Stock over an earnings period of up to four years, and the denominator of which is $3.20. Any shares "earned" (or deemed earned) are then paid upon the fourth anniversary of the award date or upon certain earlier events, provided that the reporting person then remains employed by the Corporation. In no event may more shares of common stock be issued than the number of RSUs awarded. Upon termination of employment for Cause, or voluntarily by the Reporting Person (other than in the case of Disability), all "earned" shares are forfeited.

4. By filing this Form 4, the Reporting Person does not admit that the RSUs referenced here are derivative securities or that filing of this Form 4 was required at this time.

	Sandip Mukerjee by Aric Spitulnik by Power of Attorney	08/22/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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