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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X
 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*
Mukerjee Sandip
(Last) (First) (Middle)
11126 MCCORMICK ROAD
(Street)
HUNT VALLEY MD 21031
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TESSCO TECHNOLOGIES INC [ TESS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2023
4. If Amendment, Date of 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
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 07/17/2023 D 25,029 D (1) 0 D
Common Stock 07/17/2023 D 2,494 D (1)(2) 0 D
Common Stock 07/17/2023 D 3,750 D (1)(2) 0 D
Common Stock 07/17/2023 D 7,500 D (1)(2) 0 D
Common Stock 07/17/2023 D 7,500 D (3) 0 D
Common Stock 07/17/2023 D 16,506 D (3) 0 D
Common Stock 07/17/2023 D 22,500 D (3) 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $4.36 07/17/2023 D 20,000 (4) 05/15/2026 Common Stock 20,000 $4.64 0 D
Employee Stock Option (right to buy) $5.36 07/17/2023 D 10,000 (4) 08/19/2028 Common Stock 10,000 $3.64 0 D
Employee Stock Option (right to buy) $5.84 07/17/2023 D 10,000 (4) 08/19/2027 Common Stock 1,000 $3.16 0 D
Employee Stock Option (right to buy) $6.91 07/17/2023 D 10,000 (4) 08/19/2026 Common Stock 10,000 $2.09 0 D
Employee Stock Option (right to buy) $7.37 07/17/2023 D 30,000 (4) 04/29/2027 Common Stock 30,000 $1.63 0 D
Employee Stock Option (right to buy) $11.52 07/17/2023 D 250,000 (4) 11/15/2025 Common Stock 250,000 $0 0 D
Performance Share Unit $9 07/17/2023 D 7,500 (5) (5) Common Stock 7,500 $0 0 D
Performance Share Unit $0 07/17/2023 D 22,500 (5) (5) Common Stock 22,500 $9 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and Alliance USAcqCo 2, Inc. dated April 11, 2023, in exchange for the right to receive $9.00 in cash, without interest.
2. Reflects Common Stock covered by Restricted Stock Units, sometimes referred to as RSUs, representing the conditional right to receive one share of Common Stock. Reporting Person previously elected to report the shares of Common Stock as an award in Table I instead of reporting the award of the RSUs in Table II.
3. Reflects Common Stock covered by Restricted Stock Units, sometimes referred to as RSUs, representing the conditional right to receive one share of Common Stock. The "amount" reflects number of shares covered by RSUs which were forfeited ($0) on the effective date of the merger.
4. This option was canceled pursuant to the merger agreement between the Issuer and Alliance USAcqCo 2, Inc. dated April 11, 2023, in exchange for a cash payment representing the difference between the exercise price of the option (Column 2) and the market value of the underlying TESS common stock on the effective date of the merger ($9 per share). If Column 2 equals or exceeds $9 per share, the option was canceled for no consideration.
5. Reflects applicable portion of Performance Share Unit (PSU) award for 30,000 shares in the aggregate, of which 7,500 PSUs vested and were paid ($9 per share) and 22,500 PSUs were forfeited ($0 per share) on the effective date of the merger.
Sandip Mukerjee by Aric Spitulnik by Power of Attorney 07/19/2023
** 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.
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