Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.__)*
TransCat, Inc.
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(Name of Issuer)
COMMON STOCK, $0.50 par value
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(Title of Class of Securities)
893529107
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(CUSIP Number)
December 31, 2021
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ ] RULE 13D-1(B)
[X] RULE 13D-1(C)
[ ] RULE 13D-1(D)
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING
PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF
SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH
WOULD ALTER DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT
BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE "ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES
OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS
OF THE ACT (HOWEVER, SEE THE NOTES).
Page 1 of 7 Pages
CUSIP NO. 893529107
---------
- --------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
47-4374726
Broadcrest, L.P.
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 450,000
PERSON -------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
NONE
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
450,000
- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.98%
- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- --------------------------------------------------------------------------
Page 2 of 7 Pages
CUSIP NO. 893529107
---------
- --------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
47-4352497
Broadcrest Asset Management, LLC
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 450,000
PERSON -------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
NONE
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
450,000
- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.98%
- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------
Page 3 of 7 Pages
CUSIP NO. 893529107
---------
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ITEM 1(A) NAME OF ISSUER:
TransCat, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
35 Vantage Point Drive
Rochester, NY 14624
ITEM 2(a) NAME OF PERSON FILING:
(i) Broadcrest, LP (BLP) with respect to
shares of Common Stock directly owned by it.
(ii) Broadcrest Asset Management, LLC (BAM) with respect
to shares of Common Stock directly owned by it.
The foregoing persons are hereinafter sometimes
collectively referred to as the Reporting Persons. Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and believe after
making inquiry to the appropriate party.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
The address of the business office of each of the Reporting
Persons is 558 West New England Avenue, Suite 250, Winter Park,
FL, 32789
ITEM 2(c) CITIZENSHIP:
BLP is a limited partnership organized under the
laws of the State of Florida. BAM is also a Florida
limited liability company.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
Page 4 of 7 Pages
ITEM 2(e) CUSIP NUMBER:
893529107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR SS.
240.13d-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Page 5 of 7 Pages
ITEM 4. OWNERSHIP:
This Statement is being filed with respect to an aggregate of
450,000 shares of Common Stock, resulting in beneficial ownership
as follows:
1. Broadcrest, L.P.,
(a) Amount Beneficially owned: 450,000
(b) Percent of Class: 5.98%
The percentages used herein and in the rest of Item 4 are
calculated based on 7,521,284 shares of Common Stock
outstanding as of January 28, 2022, as disclosed in the
Issuer's most recent Quarterly Report on Form 10-Q for the
quarter ended December 25, 2021, as filed with the
SEC on February 02, 2022.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 450,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:450,000
2. Broadcrest Asset Management, LLC
(a) Amount Beneficially owned: 450,000
(b) Percent of Class: 5.98%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:450,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
450,000
Page 6 of 7 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
As the discretionary investment manager of the BLP,
BAM has power to direct the voting and disposition of
shares held by BLP.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class
of securities, check the following [x].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 2.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
Page 7 of 7 Pages
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I hereby certify that the information set forth in this statement
is true, complete and correct.
February 14, 2022
/s/ John Burden
----------------------------------
Chief Executive Officer &
Co-Manager
Broadcrest Asset Management, LLC
407-256-6407