Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

325 CAPITAL LLC

(Last)

(First)

(Middle)

757 THIRD AVENUE 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2024		M		1,700	A	$0	5,000	I⁽²⁾⁽³⁾⁽⁴⁾	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								1,011,789	I⁽²⁾⁽⁴⁾⁽⁵⁾	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/04/2024		M			1,700	⁽¹⁾	⁽¹⁾	Common Stock	1,700	$0⁽¹⁾	3,400	I⁽²⁾⁽³⁾⁽⁴⁾	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

325 CAPITAL LLC

(Last)

(First)

(Middle)

757 THIRD AVENUE 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Braner Michael David

(Last)

(First)

(Middle)

757 THIRD AVENUE 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FRIEDBERG DANIEL M.

(Last)

(First)

(Middle)

757 THIRD AVENUE 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shrivastava Anil K

(Last)

(First)

(Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

325 Capital Master Fund LP

(Last)

(First)

(Middle)

190 ELGIN AVENUE

GEORGE TOWN

(Street)

GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

325 Capital GP, LLC

(Last)

(First)

(Middle)

757 THIRD AVENUE 20TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

Remarks:

Exhibit List Exhibit 24 -- Power of Attorney

	/s/ William J. DeFrances, Attorney-in-fact	05/06/2024
	/s/ William J. DeFrances, Attorney-in-fact for Braner Michael David	05/06/2024
	/s/ William J. DeFrances, Attorney-in-fact for FRIEDBERG DANIEL M.	05/06/2024
	/s/ William J. DeFrances, Attorney-in-fact for Shrivastava Anil K.	05/06/2024
	/s/ William J. DeFrances, Attorney-in-fact for 325 CAPITAL MASTER FUND LP	05/06/2024
	/s/ William J. DeFrances, Attorney-in-fact for 325 CAPITAL GP, LLC	05/06/2024
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

               Limited Power of Attorney for Section 16 Reporting Obligations

      Know all by these presents, that the undersigned hereby makes, constitutes
and  appoints  Steven  A.  DeMartino,  William  J.  DeFrances,  Connor  O'Grady,
Elizabeth  R.  Gonzalez-Sussman  and  Kenneth  A.  Schlesinger, and each of them
acting  individually  without  the  other,  as the undersigned's true and lawful
attorney-in-fact,  with  full  power  and  authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

      (1)  prepare,  execute,  acknowledge,  deliver  and file Forms 3, 4, and 5
(including  any  amendments  thereto)  with  respect to the securities issued by
TransAct Technologies Incorporated, a Delaware corporation (the "Company"), with
the  United  States  Securities and Exchange Commission, any national securities
exchange  and  the  Company,  as considered necessary or advisable under Section
16(a)  of  the  Securities  Exchange  Act  of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act");

      (2)  seek  or  obtain,  as  the  undersigned's  representative  and on the
undersigned's  behalf,  information  on transactions in the Company's securities
from  any  third  party, including brokers, employee benefit plan administrators
and  trustees,  and the undersigned hereby authorizes any such person to release
any  such  information  to  the  undersigned  and approves and ratifies any such
release of information; and

      (3)  perform  any  and  all  other  acts  which  in the discretion of such
attorney(s)-in-fact  are  necessary  or  desirable  for  and  on  behalf  of the
undersigned  in  connection  with  the foregoing, including, without limitation,
preparing,  executing, acknowledging, delivering and filing in the undersigned's
name  and  on  the  undersigned's  behalf,  and submitting to the SEC a Form ID,
including  amendments  thereto, and any other documents necessary or appropriate
to  obtain  and  renew  codes  and  passwords  enabling  the undersigned to make
electronic  filings  with  the  SEC  of reports required by Section 16(a) of the
Exchange Act.

      The undersigned acknowledges that:

      (1)  this Limited Power of Attorney authorizes, but does not require, such
attorneys-in-fact  to  act  in  their discretion on information provided to such
attorneys-in-fact without independent verification of such information;

      (2)  any  documents  prepared and/or executed by such attorneys-in-fact on
behalf  of the undersigned pursuant to this Limited Power of Attorney will be in
such   form   and   will   contain  such  information  and  disclosure  as  such
attorneys-in-fact, in his or their discretion, deem necessary or desirable;

      (3)  neither  the  Company  nor  such  attorneys-in-fact  assume  (i)  any
liability  for  the undersigned's responsibility to comply with the requirements
of  the  Exchange  Act, (ii) any liability of the undersigned for any failure to
comply  with  such  requirements,  or  (iii)  any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

      (4)  this  Limited Power of Attorney does not relieve the undersigned from
responsibility  for  compliance  with  the  undersigned's  obligations under the
Exchange  Act,  including  without  limitation  the reporting requirements under
Section 16 of the Exchange Act.

      The  undersigned  hereby gives and grants the foregoing attorneys-in-fact,
and each of them acting individually without the other, full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary or
appropriate  to  be  done  in  and  about  the foregoing matters as fully to all
intents  and  purposes  as  the undersigned might or could do if present, hereby
ratifying  all  that  such  attorneys-in-fact  of,  for  and  on  behalf  of the
undersigned,  shall  lawfully  do  or cause to be done by virtue of this Limited
Power of Attorney.

      This Limited Power of Attorney shall remain in full force and effect until
the  undersigned  is no longer required to file Forms 3, 4 and 5 with respect to
the  undersigned's  holdings  of  and  transactions  in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

      IN  WITNESS  WHEREOF,  the  undersigned  has  caused this Limited Power of
Attorney to be executed as of this 1st day of May, 2024.

                                       325 CAPITAL LLC

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                       325 CAPITAL MASTER FUND LP

                                       By:  325 Capital GP, LLC,
                                            its General Partner

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                       325 CAPITAL GP, LLC

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                            /s/ Daniel M. Friedberg
                                            ------------------------------------
                                            Daniel M. Friedberg

                                            /s/ Michael D. Braner
                                            ------------------------------------
                                            Michael D. Braner

                                            /s/ Anil K. Shrivastava
                                            ------------------------------------
                                            Anil K. Shrivastava

               Limited Power of Attorney for Section 16 Reporting Obligations

      Know all by these presents, that the undersigned hereby makes, constitutes
and  appoints  Steven  A.  DeMartino,  William  J.  DeFrances,  Connor  O'Grady,
Elizabeth  R.  Gonzalez-Sussman  and  Kenneth  A.  Schlesinger, and each of them
acting  individually  without  the  other,  as the undersigned's true and lawful
attorney-in-fact,  with  full  power  and  authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

      (1)  prepare,  execute,  acknowledge,  deliver  and file Forms 3, 4, and 5
(including  any  amendments  thereto)  with  respect to the securities issued by
TransAct Technologies Incorporated, a Delaware corporation (the "Company"), with
the  United  States  Securities and Exchange Commission, any national securities
exchange  and  the  Company,  as considered necessary or advisable under Section
16(a)  of  the  Securities  Exchange  Act  of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act");

      (2)  seek  or  obtain,  as  the  undersigned's  representative  and on the
undersigned's  behalf,  information  on transactions in the Company's securities
from  any  third  party, including brokers, employee benefit plan administrators
and  trustees,  and the undersigned hereby authorizes any such person to release
any  such  information  to  the  undersigned  and approves and ratifies any such
release of information; and

      (3)  perform  any  and  all  other  acts  which  in the discretion of such
attorney(s)-in-fact  are  necessary  or  desirable  for  and  on  behalf  of the
undersigned  in  connection  with  the foregoing, including, without limitation,
preparing,  executing, acknowledging, delivering and filing in the undersigned's
name  and  on  the  undersigned's  behalf,  and submitting to the SEC a Form ID,
including  amendments  thereto, and any other documents necessary or appropriate
to  obtain  and  renew  codes  and  passwords  enabling  the undersigned to make
electronic  filings  with  the  SEC  of reports required by Section 16(a) of the
Exchange Act.

      The undersigned acknowledges that:

      (1)  this Limited Power of Attorney authorizes, but does not require, such
attorneys-in-fact  to  act  in  their discretion on information provided to such
attorneys-in-fact without independent verification of such information;

      (2)  any  documents  prepared and/or executed by such attorneys-in-fact on
behalf  of the undersigned pursuant to this Limited Power of Attorney will be in
such   form   and   will   contain  such  information  and  disclosure  as  such
attorneys-in-fact, in his or their discretion, deem necessary or desirable;

      (3)  neither  the  Company  nor  such  attorneys-in-fact  assume  (i)  any
liability  for  the undersigned's responsibility to comply with the requirements
of  the  Exchange  Act, (ii) any liability of the undersigned for any failure to
comply  with  such  requirements,  or  (iii)  any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

      (4)  this  Limited Power of Attorney does not relieve the undersigned from
responsibility  for  compliance  with  the  undersigned's  obligations under the
Exchange  Act,  including  without  limitation  the reporting requirements under
Section 16 of the Exchange Act.

      The  undersigned  hereby gives and grants the foregoing attorneys-in-fact,
and each of them acting individually without the other, full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary or
appropriate  to  be  done  in  and  about  the foregoing matters as fully to all
intents  and  purposes  as  the undersigned might or could do if present, hereby
ratifying  all  that  such  attorneys-in-fact  of,  for  and  on  behalf  of the
undersigned,  shall  lawfully  do  or cause to be done by virtue of this Limited
Power of Attorney.

      This Limited Power of Attorney shall remain in full force and effect until
the  undersigned  is no longer required to file Forms 3, 4 and 5 with respect to
the  undersigned's  holdings  of  and  transactions  in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

      IN  WITNESS  WHEREOF,  the  undersigned  has  caused this Limited Power of
Attorney to be executed as of this 1st day of May, 2024.

                                       325 CAPITAL LLC

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                       325 CAPITAL MASTER FUND LP

                                       By:  325 Capital GP, LLC,
                                            its General Partner

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                       325 CAPITAL GP, LLC

                                       By:  /s/ Michael D. Braner
                                            ------------------------------------
                                            Name: Michael D. Braner
                                            Title: Managing Member

                                            /s/ Daniel M. Friedberg
                                            ------------------------------------
                                            Daniel M. Friedberg

                                            /s/ Michael D. Braner
                                            ------------------------------------
                                            Michael D. Braner

                                            /s/ Anil K. Shrivastava
                                            ------------------------------------
                                            Anil K. Shrivastava

TransAct Technologies (NASDAQ:TACT)
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