0001214659-24-008437.txt : 20240506 0001214659-24-008437.hdr.sgml : 20240506 20240506171309 ACCESSION NUMBER: 0001214659-24-008437 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240504 FILED AS OF DATE: 20240506 DATE AS OF CHANGE: 20240506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Braner Michael David CENTRAL INDEX KEY: 0001908015 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21121 FILM NUMBER: 24918578 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIEDBERG DANIEL M. CENTRAL INDEX KEY: 0001448795 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21121 FILM NUMBER: 24918577 MAIL ADDRESS: STREET 1: C/O SAGARD CAPITAL STREET 2: 325 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: FRIEDBERG DANIEL DATE OF NAME CHANGE: 20150622 FORMER NAME: FORMER CONFORMED NAME: Friedberg Dan DATE OF NAME CHANGE: 20081027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 325 CAPITAL LLC CENTRAL INDEX KEY: 0001873893 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21121 FILM NUMBER: 24918579 BUSINESS ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 325 Capital Master Fund LP CENTRAL INDEX KEY: 0001972759 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21121 FILM NUMBER: 24918575 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 190 ELGIN AVENUE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 FORMER NAME: FORMER CONFORMED NAME: 325 Master Fund LP DATE OF NAME CHANGE: 20230406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shrivastava Anil K CENTRAL INDEX KEY: 0001908019 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21121 FILM NUMBER: 24918576 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 325 Capital GP, LLC CENTRAL INDEX KEY: 0001972758 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21121 FILM NUMBER: 24918574 BUSINESS ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001017303 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] ORGANIZATION NAME: 06 Technology IRS NUMBER: 061456680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE HAMDEN CENTER STREET 2: 2319 WHITNEY AVENUE, SUITE 3B CITY: HAMDEN STATE: CT ZIP: 06518 BUSINESS PHONE: 203-859-6800 MAIL ADDRESS: STREET 1: ONE HAMDEN CENTER STREET 2: 2319 WHITNEY AVENUE, SUITE 3B CITY: HAMDEN STATE: CT ZIP: 06518 4 1 marketforms-65767.xml PRIMARY DOCUMENT X0508 4 2024-05-04 0001017303 TRANSACT TECHNOLOGIES INC TACT 0001873893 325 CAPITAL LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 true false true false 0001908015 Braner Michael David 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 true false true false 0001448795 FRIEDBERG DANIEL M. 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 true false true false 0001908019 Shrivastava Anil K 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 true false true false 0001972759 325 Capital Master Fund LP 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9008 CAYMAN ISLANDS true false true false 0001972758 325 Capital GP, LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 true false true false 0 Common Stock 2024-05-04 4 M false 1700 0 A 5000 I See Footnotes Common Stock 1011789 I See Footnotes Restricted Stock Units 2024-05-04 4 M false 1700 0 D Common Stock 1700 3400 I See Footnotes Shares of Restricted Stock Units issued on May 4, 2022 pursuant to the Company's 2014 Equity Incentive Plan, as amended and restated, vesting 25% annually commencing on the first anniversary date of the grant, that have converted to common stock on a one-for-one basis. This Report is filed jointly by 325 Capital LLC, a Delaware limited liability company ("325"), 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), Michael D. Braner, a citizen of the United States of America, Daniel M. Friedberg, a citizen of the United States of America, and Anil K. Shrivastava, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom may be deemed to have a pecuniary interest in the securities reported on this Form 4. These securities are owned directly by Daniel M. Friedberg, a Managing Member of 325 who serves on the board of directors of TransAct Technologies Incorporated (the "Company"). 325 is entitled to receive all of the economic interest in securities granted to Mr. Friedberg in respect of Mr. Friedberg's service on the board of directors, and may therefore be deemed to beneficially own these securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by Mr. Friedberg. The other Reporting Persons may also be deemed "directors by deputization" of the Company. Each of the Reporting Persons disclaims any beneficial ownership of any of these securities, except to the extent of any pecuniary interest therein. These securities are owned directly by 325 Master Fund. As a result of the relationships described in Footnote (3) above, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund. Exhibit List Exhibit 24 -- Power of Attorney /s/ William J. DeFrances, Attorney-in-fact 2024-05-06 /s/ William J. DeFrances, Attorney-in-fact for Braner Michael David 2024-05-06 /s/ William J. DeFrances, Attorney-in-fact for FRIEDBERG DANIEL M. 2024-05-06 /s/ William J. DeFrances, Attorney-in-fact for Shrivastava Anil K. 2024-05-06 /s/ William J. DeFrances, Attorney-in-fact for 325 CAPITAL MASTER FUND LP 2024-05-06 /s/ William J. DeFrances, Attorney-in-fact for 325 CAPITAL GP, LLC 2024-05-06 EX-24 2 poa.htm POA DOCUMENT

               Limited Power of Attorney for Section 16 Reporting Obligations

      Know all by these presents, that the undersigned hereby makes, constitutes
and  appoints  Steven  A.  DeMartino,  William  J.  DeFrances,  Connor  O'Grady,
Elizabeth  R.  Gonzalez-Sussman  and  Kenneth  A.  Schlesinger, and each of them
acting  individually  without  the  other,  as the undersigned's true and lawful
attorney-in-fact,  with  full  power  and  authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

      (1)  prepare,  execute,  acknowledge,  deliver  and file Forms 3, 4, and 5
(including  any  amendments  thereto)  with  respect to the securities issued by
TransAct Technologies Incorporated, a Delaware corporation (the "Company"), with
the  United  States  Securities and Exchange Commission, any national securities
exchange  and  the  Company,  as considered necessary or advisable under Section
16(a)  of  the  Securities  Exchange  Act  of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act");

      (2)  seek  or  obtain,  as  the  undersigned's  representative  and on the
undersigned's  behalf,  information  on transactions in the Company's securities
from  any  third  party, including brokers, employee benefit plan administrators
and  trustees,  and the undersigned hereby authorizes any such person to release
any  such  information  to  the  undersigned  and approves and ratifies any such
release of information; and

      (3)  perform  any  and  all  other  acts  which  in the discretion of such
attorney(s)-in-fact  are  necessary  or  desirable  for  and  on  behalf  of the
undersigned  in  connection  with  the foregoing, including, without limitation,
preparing,  executing, acknowledging, delivering and filing in the undersigned's
name  and  on  the  undersigned's  behalf,  and submitting to the SEC a Form ID,
including  amendments  thereto, and any other documents necessary or appropriate
to  obtain  and  renew  codes  and  passwords  enabling  the undersigned to make
electronic  filings  with  the  SEC  of reports required by Section 16(a) of the
Exchange Act.

      The undersigned acknowledges that:

      (1)  this Limited Power of Attorney authorizes, but does not require, such
attorneys-in-fact  to  act  in  their discretion on information provided to such
attorneys-in-fact without independent verification of such information;

      (2)  any  documents  prepared and/or executed by such attorneys-in-fact on
behalf  of the undersigned pursuant to this Limited Power of Attorney will be in
such   form   and   will   contain  such  information  and  disclosure  as  such
attorneys-in-fact, in his or their discretion, deem necessary or desirable;

      (3)  neither  the  Company  nor  such  attorneys-in-fact  assume  (i)  any
liability  for  the undersigned's responsibility to comply with the requirements
of  the  Exchange  Act, (ii) any liability of the undersigned for any failure to
comply  with  such  requirements,  or  (iii)  any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

      (4)  this  Limited Power of Attorney does not relieve the undersigned from
responsibility  for  compliance  with  the  undersigned's  obligations under the
Exchange  Act,  including  without  limitation  the reporting requirements under
Section 16 of the Exchange Act.

      The  undersigned  hereby gives and grants the foregoing attorneys-in-fact,
and each of them acting individually without the other, full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary or
appropriate  to  be  done  in  and  about  the foregoing matters as fully to all
intents  and  purposes  as  the undersigned might or could do if present, hereby
ratifying  all  that  such  attorneys-in-fact  of,  for  and  on  behalf  of the
undersigned,  shall  lawfully  do  or cause to be done by virtue of this Limited
Power of Attorney.

      This Limited Power of Attorney shall remain in full force and effect until
the  undersigned  is no longer required to file Forms 3, 4 and 5 with respect to
the  undersigned's  holdings  of  and  transactions  in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

      IN  WITNESS  WHEREOF,  the  undersigned  has  caused this Limited Power of
Attorney to be executed as of this 1st day of May, 2024.

                                       325 CAPITAL LLC

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                       325 CAPITAL MASTER FUND LP

                                       By:  325 Capital GP, LLC,
                                            its General Partner

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                       325 CAPITAL GP, LLC

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                            /s/ Daniel M. Friedberg
                                            ------------------------------------
                                            Daniel M. Friedberg

                                            /s/ Michael D. Braner
                                            ------------------------------------
                                            Michael D. Braner

                                            /s/ Anil K. Shrivastava
                                            ------------------------------------
                                            Anil K. Shrivastava