Sec Form 4 Filing - GAHAGAN CHRISTOPHER C. @ STARRETT L S CO - 2024-05-23

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 GAHAGAN CHRISTOPHER C. 2. Issuer Name and Ticker or Trading Symbol STARRETT L S CO [ SCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE L.S. STARRETT COMPANY, 121 CRESCENT STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2024 (Street) ATHOL, MA01331 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 Class A Common Stock 05/23/2024 D( 1 ) 20,840 D 0 D

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 (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 Time-Based Restricted Stock Units (Class A Common Stock) $ 0 ( 2 ) 05/23/2024 D( 2 ) 9,245 ( 2 ) ( 2 ) Class A Common Stock 9,245 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GAHAGAN CHRISTOPHER C. C/O THE L.S. STARRETT COMPANY 121 CRESCENT STREET ATHOL, MA01331 X Signatures /s/ Jeffrey W. Ammons, Corporate Controller 05/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated March 8, 2024, by and among the Issuer, Uhu Inc., a Delaware corporation ("Parent") and an affiliate of MiddleGround Capital, and Unicornfish Corp., a Massachusetts corporation ("Merger Sub") and wholly owned subsidiary of Parent, pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Class A common stock, $1.00 per share par value, of the Issuer (the "Class A Common Share") and Class B common stock, $1.00 per share par value (the "Class B Common Share" and, together with Class A Common Share, the "Shares"), that was issued and outstanding prior to the Effective Time, was converted into the right to receive an amount in cash equal to $16.19, without interest (the "Merger Consideration"). ( 2 )Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units with respect to Shares granted under the Issuer's 2012 Long-Term Incentive Plan or the Issuer's 2021 Long-Term Incentive Plan that was subject to vesting conditions based solely on continued employment or service (each, a "Company RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled, and the Reporting Person was entitled to receive an amount in cash, without interest (less applicable tax withholdings), equal to (i) the number of Shares subject to such Company RSU immediately prior to the Effective Time, with any remaining service-based vesting requirements deemed fully satisfied, multiplied by (ii) the Merger Consideration.

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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