SC 13D/A 1 sc13da513281002_03302022.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

Transact Technologies Incorporated

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

892918103

(CUSIP Number)

Michael Braner

325 Capital LLC

200 Park Avenue 17th Floor

New York, NY 10016

646-774-2904

Elizabeth Gonzalez-Sussman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 30, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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 (“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).

CUSIP No. 892918103

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | 325 Capital Master Fund LP |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | WC |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Cayman Islands |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 0 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 225,328 |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 0 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 225,328 |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 225,328 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 2.3% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | PN |

2

CUSIP No. 892918103

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | 325 Capital GP LLC |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Delaware |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 0 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 225,328 |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 0 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 225,328 |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 225,328 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 2.3% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | OO |

3

CUSIP No. 892918103

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | 325 Capital LLC |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | Delaware |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 0 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 1,011,789 |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 0 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 1,011,789 |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 1,011,789 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 10.3% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | OO |

4

CUSIP No. 892918103

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Michael Braner |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | United States of America |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 0 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 1,011,789 |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 0 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 1,011,789 |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 1,011,789 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 10.3% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

5

CUSIP No. 892918103

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Daniel Friedberg |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | United States of America |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 0 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 1,011,789 |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 0 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 1,011,789 |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 1,011,789 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 10.3% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

6

CUSIP No. 892918103

| 1 |  | NAME OF REPORTING PERSON |
|  |  |  | Anil Shrivastava |
| 2 |  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
|  |  |  | (b) ☐
| 3 |  | SEC USE ONLY |  |
| 4 |  | SOURCE OF FUNDS |
|  |  |  | OO |
| 5 |  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐
| 6 |  | CITIZENSHIP OR PLACE OF ORGANIZATION |
|  |  |  | United States of America |
NUMBER OF |  | 7 |  | SOLE VOTING POWER |
SHARES |  |  |  |  |
BENEFICIALLY |  |  |  |  | 0 |
OWNED BY |  | 8 |  | SHARED VOTING POWER |
EACH |  |  |  |  |
REPORTING |  |  |  |  | 1,011,789 |
PERSON WITH |  | 9 |  | SOLE DISPOSITIVE POWER |
|  |  |  |  | 0 |
|  | 10 |  | SHARED DISPOSITIVE POWER |
|  |  |  |  | 1,011,789 |
| 11 |  | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|  |  |  | 1,011,789 |
| 12 |  | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐
| 13 |  | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|  |  |  | 10.3% |
| 14 |  | TYPE OF REPORTING PERSON |
|  |  |  | IN |

7

CUSIP No. 892918103

The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D (as amended to date, the “Schedule 13D”) originally filed by certain of the Reporting Persons on July 20, 2021 and amended on August 9, 2021, January 28, 2022, February 3, 2022 and February 10, 2022. This Amendment No. 5 amends and restates the Schedule 13D as specifically set forth herein. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given to such terms in the Schedule 13D.

| Item 4. | Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 30, 2022, 325 Master Fund and Harbert Fund entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer. The terms of the Cooperation Agreement include, among others, (i) the appointment of both Daniel M. Friedberg and Audrey P. Dunning to the Board, which will increase in size from five to seven directors, (ii) the continuation of the commitment by the Issuer to declassify the Board by submitting to stockholders a binding proposal at the 2022 Annual Meeting, and (iii) an agreement by the Issuer to separate the roles of Board Chair and Chief Executive Officer in advance of the 2022 Annual Meeting. In addition, 325 Master Fund and Harbert Fund have agreed to certain customary standstill and voting commitments beginning on the date of the Cooperation Agreement and ending 45 days prior to the opening of the window for the submission of stockholder nominations for the Issuer’s 2023 Annual Meeting of Stockholders. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is referenced as Exhibit 1 hereto and is incorporated herein by reference.

Also on March 30, 2022, the Group Agreement previously entered into between 325 and Harbert Fund terminated, effective with the entry of the Cooperation Agreement.

| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As further described in Item 4 of this Amendment No. 5, 325 Master Fund, Harbert Fund and the Issuer entered into the Cooperation Agreement.

As further described in Item 4 of this Amendment No. 5, the Group Agreement was terminated, effective with the entry of the Cooperation Agreement.

| Item 7. | Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

| Exhibit 1 | Cooperation Agreement

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CUSIP No. 892918103

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 31, 2022

| 325 CAPITAL MASTER FUND LP
|  | By: 325 Capital GP, LLC, its General Partner
| By: | /s/ Michael Braner
| Name | Michael Braner
| Title | Managing Member
| 325 CAPITAL GP, LLC
| By: | /s/ Michael Braner
| Name | Michael Braner
| Title | Managing Member
| 325 CAPITAL LLC
| By: | /s/ Michael Braner
| Name | Michael Braner
| Title | Managing Member
| MICHAEL BRANER
| By: | /s/ Michael Braner
| Name | Michael Braner
| DANIEL FRIEDBERG
| By: | /s/ Daniel Friedberg
| Name | Daniel Friedberg
| ANIL SHRIVASTAVA
| By: | /s/ Anil Shrivastava
| Name | Anil Shrivastava

9