TransAct Technologies Incorporated
05/06/2024 | Press release | Distributed by Public on 05/06/2024 15:14
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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325 CAPITAL LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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Braner Michael David 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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FRIEDBERG DANIEL M. 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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Shrivastava Anil K 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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325 Capital Master Fund LP 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN, E9KY1-9008 |
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325 Capital GP, LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK, NY10017 |
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Signatures
| /s/ William J. DeFrances, Attorney-in-fact | 2024-05-06 |
| **Signature of Reporting Person | Date |
| /s/ William J. DeFrances, Attorney-in-fact for Braner Michael David | 2024-05-06 |
| **Signature of Reporting Person | Date |
| /s/ William J. DeFrances, Attorney-in-fact for FRIEDBERG DANIEL M. | 2024-05-06 |
| **Signature of Reporting Person | Date |
| /s/ William J. DeFrances, Attorney-in-fact for Shrivastava Anil K. | 2024-05-06 |
| **Signature of Reporting Person | Date |
| /s/ William J. DeFrances, Attorney-in-fact for 325 CAPITAL MASTER FUND LP | 2024-05-06 |
| **Signature of Reporting Person | Date |
| /s/ William J. DeFrances, Attorney-in-fact for 325 CAPITAL GP, LLC | 2024-05-06 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | Each of the Reporting Persons disclaims any beneficial ownership of any of these securities, except to the extent of any pecuniary interest therein. |
| (5) | 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. |