Sec Form 4 Filing - 325 CAPITAL LLC @ TRANSACT TECHNOLOGIES INC - 2023-03-01

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
325 CAPITAL LLC
2. Issuer Name and Ticker or Trading Symbol
TRANSACT TECHNOLOGIES INC [ TACT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 PARK AVENUE, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2023
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Restricted Stock Units ( 1 ) 03/01/2023 A 6,400 ( 2 ) ( 2 ) Common Stock 6,400 $ 0 6,400 I ( 3 ) ( 4 ) See footnote ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
325 CAPITAL LLC
200 PARK AVENUE, 17TH FLOOR
NEW YORK, NY10016
X X
Braner Michael David
200 PARK AVENUE, 17TH FLOOR
NEW YORK, NY10016
X X
FRIEDBERG DANIEL M.
200 PARK AVENUE, 17TH FLOOR
NEW YORK, NY10016
X X
Shrivastava Anil K
200 PARK AVENUE, 17TH FLOOR
NEW YORK, NY10016
X X
Signatures
325 Capital LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Partner 03/03/2023
Signature of Reporting Person Date
/s/ Michael D. Braner 03/03/2023
Signature of Reporting Person Date
/s/ Daniel M. Friedberg 03/03/2023
Signature of Reporting Person Date
/s/ Anil K. Shrivastava 03/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Restricted Stock Units convert to common stock on a one-for-one basis.
( 2 )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.
( 3 )This Report is filed jointly by 325 Capital LLC, a Delaware limited liability company ("325 Capital"), 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 (the "Subject Securities"). The Subject Securities are owned directly by Daniel M. Friedberg, a Managing Partner of 325 Capital who serves on the board of directors of TransAct Technologies Incorporated (the "Company"). The other Reporting Persons may be deemed "directors by deputization" of the Company. (Footnote continued in 4)
( 4 )(Continued from Footnote 3) 325 Capital, as the investment adviser to an affiliated investment fund that is entitled to receive all of the economic interest in securities granted to Mr. Friedberg by the Company in respect of his service on the board of directors, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. By virtue of their position as Managing Partners of 325 Capital, Messrs. Braner and Shrivastava may be deemed to be beneficial owners of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

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