inTEST (INTT) Form 4 INTEST / ROBERT E MATTHIESSEN ownership change

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^*

MATTHIESSEN ROBERT E

(Last) (First) (Middle)

C/O INTEST CORP

804 EAST GATE DRIVE, SUITE 200

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2017

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	12/31/2017		D		18,700(1)	D	$0	86,481	D
Common Stock								61,618	I(2)	By Spouse

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)	$4.37	12/31/2017		D			5,400(3)	(3)	(3)	Common Stock	5,400	$0	1,800(4)	D
Employee Stock Option (right to buy)	$6.35	12/31/2017		D			34,000(5)	(5)	(5)	Common Stock	34,000	$0	0	D

Explanation of Responses:

1. The shares disposed are unvested restricted shares forfeited as a result of the reporting person's retirement as President and CEO on 12/31/17. Of the total shares forfeited, 7,200 shares (75%) are from the 1/22/16 restricted stock award grant and 11,500 (100%) are from the 3/15/17 restricted stock award granted to the reporting person.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The options disposed are unvested employee stock options forfeited as a result of the report person's retirement on 12/31/17.

4. The option is 25% vested and exercisable, but will expire on 12/31/18, the one year anniversary of the reporting person's retirement.

5. The options disposed are unvested employee stock options forfeited as a result of the reporting person's retirement on 12/31/17. The option was completely unvested and therefore was 100% forfeited as of 12/31/17.

	/s/ Hugh T. Regan, Jr., Attorney-in-Fact for Robert E. Matthiessen	01/30/2018
	** 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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