SEC FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Martel Gregory

(Last) (First) (Middle)
C/O INTEST CORP
804 EAST GATE DRIVE

(Street)
MT LAUREL NJ 08054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEST CORP [ INTT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP&GM-Environmental Tech
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2022
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 04/28/2022 A 3,296(1) A $0 20,296 D
Common Stock 04/28/2022 F 219(2) D $8.14 20,077 D
Common Stock 04/29/2022 F 63(2) D $7.93 20,014 D
Common Stock 47.963 I(3) By Plan
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) $8.14 04/28/2022 A 12,284 (4) 04/27/2032 Common Stock 12,284 $0 12,284 D
Explanation of Responses:
1. The shares acquired are restricted shares issued pursuant to the Issuer's Third Amended and Restated 2014 Stock Plan (the "Stock Plan") and will vest 25% annually commencing on April 28, 2023.
2. Shares withheld to satisfy tax withholding obligation applicable to the vesting of restricted shares granted by the Issuer to the reporting person. These shares were not issued to or sold by the reporting person.
3. The information in this report is based on information provided by a third-party Trustee of the inTEST Corporation Incentive Savings Plan (the "Plan") as of February 28, 2022. Actions by the Trustee of the Plan to maintain liquidity targets over time will result in periodic fluctuations in the number of shares of inTEST Common Stock held by the Plan and allocated among the participants of the Plan (including the reporting person) and are not the result of volitional or discretionary actions of the reporting person.
4. The option was issued pursuant to the Stock Plan and will vest 25% annually commencing on April 28, 2023.
/s/ Gregory Martel 05/02/2022
** 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).
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