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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Thompson Mitchell L (Last) (First) (Middle) 1000 LUCAS WAY (Street) HAMPTON VA 23666 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Measurement Specialties Inc [ MEAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/09/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	10/09/2014		D		7,402(1)	D	$86	0	D
Common Stock, no par value	10/09/2014		D		1,964(1)	D	$86	0	I	By 401(k)
Common Stock, no par value	10/09/2014		D		87(1)	D	$86	0	I	By ESPP

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	10/09/2014		D			26,500	(2)	(2)	Common stock	26,500	$0(2)	0	D
Stock option (right to buy)	$23.09	10/09/2014		D			3,000	(3)	11/22/2016	Common stock	3,000	$62.91	0	D
Stock option (right to buy)	$17.08	10/09/2014		D			3,334	(4)	05/01/2016	Common stock	3,334	$68.92	0	D
Stock option (right to buy)	$4.85	10/09/2014		D			6,000	(5)	12/01/2017	Common stock	6,000	$81.15	0	D
Stock option (right to buy)	$7.1	10/09/2014		D			10,000	(6)	07/01/2017	Common stock	10,000	$78.9	0	D
Stock option (right to buy)	$26.91	10/09/2014		D			21,000	(7)	12/01/2020	Common stock	21,000	$59.09	0	D

Explanation of Responses:

1. As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., dated as of June 18, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of common stock of the Issuer, no par value ("Common Stock"), held by the Reporting Person was canceled and converted into the right to receive $86.00 in cash.

2. As of the Effective Time, these restricted stock units (a) fully vested pursuant to the terms of the applicable award agreements and (b) pursuant to the terms of the Merger Agreement, were canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) $86.00 multiplied by (y) the total number of shares of Common stock underlying such restricted stock units.

3. This stock option, which was fully vested on November 22, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.

4. This stock option, which was fully vested on May 1, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.

5. This stock option, which was fully vested on December 1, 2012, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.

6. This stock option, which was fully vested on July 1, 2012, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.

7. This stock option, which was fully vested on December 1, 2013, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.

	/s/ Mitchell L. Thompson	10/14/2014
	** 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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