Sec Form 4 Filing - Mukerjee Sandip @ TESSCO TECHNOLOGIES INC - 2023-07-17

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 Mukerjee Sandip 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 (Last) (First) (Middle) 11126 MCCORMICK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2023 (Street) HUNT VALLEY, MD21031 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 07/17/2023 D 25,029 D 0 D Common Stock 07/17/2023 D 2,494 D 0 D Common Stock 07/17/2023 D 3,750 D 0 D Common Stock 07/17/2023 D 7,500 D 0 D Common Stock 07/17/2023 D 7,500 D 0 D Common Stock 07/17/2023 D 16,506 D 0 D Common Stock 07/17/2023 D 22,500 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, conver tible 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 Employee Stock Option (right to buy) $ 4.36 07/17/2023 D 20,000 ( 4 ) 05/15/2026 Common Stock 20,000 $ 4.64 0 D Employee Stock Option (right to buy) $ 5.36 07/17/2023 D 10,000 ( 4 ) 08/19/2028 Common Stock 10,000 $ 3.64 0 D Employee Stock Option (right to buy) $ 5.84 07/17/2023 D 10,000 ( 4 ) 08/19/2027 Common Stock 1,000 $ 3.16 0 D Employee Stock Option (right to buy) $ 6.91 07/17/2023 D 10,000 ( 4 ) 08/19/2026 Common Stock 10,000 $ 2.09 0 D Employee Stock Option (right to buy) $ 7.37 07/17/2023 D 30,000 ( 4 ) 04/29/2027 Common Stock 30,000 $ 1.63 0 D Employee Stock Option (right to buy) $ 11.52 07/17/2023 D 250,000 ( 4 ) 11/15/2025 Common Stock 250,000 $ 0 0 D Performance Share Unit $ 9 07/17/2023 D 7,500 ( 5 ) ( 5 ) Common Stock 7,500 $ 0 0 D Performance Share Unit $ 0 07/17/2023 D 22,500 ( 5 ) ( 5 ) Common Stock 22,500 $ 9 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mukerjee Sandip 11126 MCCORMICK ROAD HUNT VALLEY, MD21031 X PRESIDENT AND CEO Signatures Sandip Mukerjee by Aric Spitulnik by Power of Attorney 07/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to merger agreement between issuer and Alliance USAcqCo 2, Inc. dated April 11, 2023, in exchange for the right to receive $9.00 in cash, without interest. ( 2 )Reflects Common Stock covered by Restricted Stock Units, sometimes referred to as RSUs, representing the conditional right to receive one share of Common Stock. Reporting Person previously elected to report the shares of Common Stock as an award in Table I instead of reporting the award of the RSUs in Table II. ( 3 )Reflects Common Stock covered by Restricted Stock Units, sometimes referred to as RSUs, representing the conditional right to receive one share of Common Stock. The "amount" reflects number of shares covered by RSUs which were forfeited ($0) on the effective date of the merger. ( 4 )This option was canceled pursuant to the merger agreement between the Issuer and Alliance USAcqCo 2, Inc. dated April 11, 2023, in exchange for a cash payment representing the difference between the exercise price of the option (Column 2) and the market value of the underlying TESS common stock on the effective date of the merger ($9 per share). If Column 2 equals or exceeds $9 per share, the option was canceled for no consideration. ( 5 )Reflects applicable portion of Performance Share Unit (PSU) award for 30,000 shares in the aggregate, of which 7,500 PSUs vested and were paid ($9 per share) and 22,500 PSUs were forfeited ($0 per share) on the effective date of the merger.

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).

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