FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thompson Mitchell L 		2. Issuer Name and Ticker or Trading Symbol

Measurement Specialties Inc [ MEAS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

1000 LUCAS WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/9/2014
(Street)

HAMPTON, VA 23666
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, no par value   10/9/2014     D    7402   (1) D $86.00   0   D    
Common Stock, no par value   10/9/2014     D    1964   (1) D $86.00   0   I   By 401(k)  
Common Stock, no par value   10/9/2014     D    87   (1) D $86.00   0   I   By ESPP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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     (2) 10/9/2014     D         26500      (2)   (2) Common stock   26500   $0   (2) 0   D    
Stock option (right to buy)   $23.09   10/9/2014     D         3000      (3) 11/22/2016   Common stock   3000   $62.91   0   D    
Stock option (right to buy)   $17.08   10/9/2014     D         3334      (4) 5/1/2016   Common stock   3334   $68.92   0   D    
Stock option (right to buy)   $4.85   10/9/2014     D         6000      (5) 12/1/2017   Common stock   6000   $81.15   0   D    
Stock option (right to buy)   $7.10   10/9/2014     D         10000      (6) 7/1/2017   Common stock   10000   $78.90   0   D    
Stock option (right to buy)   $26.91   10/9/2014     D         21000      (7) 12/1/2020   Common stock   21000   $59.09   0   D    

Explanation of Responses:
( 1)  As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., dated as of June 18, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of common stock of the Issuer, no par value ("Common Stock"), held by the Reporting Person was canceled and converted into the right to receive $86.00 in cash.
( 2)  As of the Effective Time, these restricted stock units (a) fully vested pursuant to the terms of the applicable award agreements and (b) pursuant to the terms of the Merger Agreement, were canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) $86.00 multiplied by (y) the total number of shares of Common stock underlying such restricted stock units.
( 3)  This stock option, which was fully vested on November 22, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.
( 4)  This stock option, which was fully vested on May 1, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.
( 5)  This stock option, which was fully vested on December 1, 2012, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.
( 6)  This stock option, which was fully vested on July 1, 2012, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.
( 7)  This stock option, which was fully vested on December 1, 2013, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thompson Mitchell L
1000 LUCAS WAY
HAMPTON, VA 23666

Chief Technology Officer

Signatures
/s/ Mitchell L. Thompson 10/14/2014
** 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 control number.
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