Sec Form 4 Filing - DEMARTINO STEVEN A @ TRANSACT TECHNOLOGIES INC - 2024-02-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DEMARTINO STEVEN A
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.
(Last) (First) (Middle)
ONE HAMDEN CENTER, 2319 WHITNEY AVENUE, SUITE 3B
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2024
(Street)
HAMDEN, CT06518
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2024 M 1,197 ( 1 ) A $ 0 92,372 D
Common Stock 03/01/2024 M 4,627 ( 3 ) A $ 0 96,999 D
Common Stock 03/02/2024 03/04/2024( 8 ) M 940 ( 9 ) A $ 0 97,939 D
Common Stock 03/04/2024 M 833 ( 10 ) A $ 0 98,772 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option $ 6.8 02/29/2024 A 21,000 02/28/2025( 5 ) 02/28/2034( 5 ) Common Stock 21,000 $ 6.8 21,000 D
Restricted Stock Units ( 6 ) 02/29/2024 A 8,300 ( 7 ) ( 7 ) Common Stock 8,300 $ 0 8,300 D
Restricted Stock Units ( 2 ) 03/01/2024 M 1,975 ( 2 ) ( 2 ) Common Stock 1,975 $ 0 ( 2 ) 5,925 D
Performance Stock Units ( 4 ) 03/01/2024 M 7,630 ( 4 ) ( 4 ) Common Stock 7,630 $ 0 ( 4 ) 15,259 D
Restricted Stock Units ( 11 ) 03/02/2024 03/04/2024( 8 ) M 1,550 ( 11 ) ( 11 ) Common Stock 1,550 $ 0 ( 11 ) 3,100 D
Resricted Stock Units ( 12 ) 03/04/2024 M 1,375 ( 12 ) ( 12 ) Common Stock 1,375 $ 0 ( 12 ) 1,375 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEMARTINO STEVEN A
ONE HAMDEN CENTER
2319 WHITNEY AVENUE, SUITE 3B
HAMDEN, CT06518
President, CFO, Treas. & Secr.
Signatures
Steven A. DeMartino 03/04/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. DeMartino relinquished 778 shares of common stock of the 1,975 restricted stock units that converted to common stock on March 1, 2024 in order to pay the required income and payroll taxes.
( 2 )Shares of Restricted Stock Units issued on March 1, 2023 pursuant to the Company's 2014 Equity Incentive Plan, as Amended and Restated, 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
( 3 )Mr. DeMartino relinquished 3,003 shares of common stock of the 7,630 performance stock units that converted to common stock on March 1, 2024 in order to pay the required income and payroll taxes.
( 4 )Shares of Performance Stock Units (PSU) issued on March 1, 2023 pursuant to the Company's 2014 Equity Incentive Plan, as Amended, which vest in three equal installments on March 1, 2024, March 1, 2025 and March 1, 2026 and convert to common stock on a one-for-one basis on each vesting date. The PSUs were earned on a variable basis dependent upon level of achievement against a performance metric, which was based on 50% FST Revenue and 50% Adjusted EBITDA for the calendar year 2023. For the FST Revenue metric we achieved 90.6% of the Target resulting in a 81.2% payout. For the Adjusted EDBITDA metric we achieved 136.5% of the target resulting in the maximum 150% payout. Weighting both of these equally at 50%, the resulting payout was 115.6%.
( 5 )Grant of the non-qualified stock option under the Company's 2014 Equity Incentive Plan, as Amended and Restated. The option becomes exercisable 25% per year on each anniversary date of the grant.
( 6 )The Restricted Stock Units convert to common stock on a one-for-one basis.
( 7 )The Restricted Stock Units were issued pursuant to the TransAct Technologies Incorporated 2014 Equity Incentive Plan, as Amended and Restated. The Restricted Stock Units vest 25% per year on each anniversary of the date of grant.
( 8 )Shares of restricted stock units (RSU) vested on 03/02/2024 and issued on 03/04/2024.
( 9 )Mr. DeMartino relinquished 610 shares of common stock of the 1,550 restricted stock units that converted to common stock on March 4, 2024 in order to pay the required income and payroll taxes.
( 10 )Mr. DeMartino relinquished 542 shares of common stock of the 1,375 restricted stock units that converted to common stock on March 4, 2024 in order to pay the required income and payroll t axes.
( 11 )Shares of Restricted Stock Units issued on March 2, 2022 pursuant to the Company's 2014 Equity Incentive Plan, as Amended and Restated, 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.
( 12 )Shares of Restricted Stock Units issued on March 4, 2021 pursuant to the Company's 2014 Equity Incentive Plan, as Amended and Restated, 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.

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