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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEVERELL SCOTT
  2. Issuer Name and Ticker or Trading Symbol
TRANSCAT INC [TRNS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Principal Accounting Officer
(Last)
(First)
(Middle)
TRANSCAT, INC., 35 VANTAGE POINT DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024
(Street)

ROCHESTER, NY 14624
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, $.50 par value 05/20/2024   A   419 (1) A $ 0 2,386 (2) D  
Common Stock, $.50 par value 05/20/2024   F   166 (3) D $ 124.12 2,220 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 $ 0 (4) 05/20/2024   A   227     (4)   (4) Common Stock, $.50 par value 227 $ 0 227 D  
Restricted Stock Units $ 0 (5)               (5)   (5) Common Stock, $.50 par value 209   209 D  
Restricted Stock Units $ 0 (6)               (6)   (6) Common Stock, $.50 par value 274   274 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEVERELL SCOTT
TRANSCAT, INC.
35 VANTAGE POINT DRIVE
ROCHESTER, NY 14624
      Principal Accounting Officer

Signatures

 /s/ Scott Deverell   05/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) These shares were awarded to Mr. Deverell upon the vesting of performance-based restricted stock units granted to him under the Transcat, Inc. 2003 Incentive Plan, as amended, in a transaction exempt under Rule 16b-3. The shares underlying this award vested after three years based on the Company's achievement on certain pre-determined earnings per share thresholds over the eligible three-year period that ended in fiscal year 2024.
(2) Includes 15 shares acquired under the Transcat, Inc. Employee Stock Purchase Plan.
(3) Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units.
(4) These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Transcat, Inc. 2021 Stock Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 27, 2027.
(5) These restricted stock units, which convert into common stock on a one-for-one basis, vest on March 28, 2026, except as otherwise provided in the award notice.
(6) These restricted stock units, which convert into common stock on a one-for-one basis, vest on March 28, 2025, except as otherwise provided in the award notice.

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