inTEST (INTT) Form 4 INTEST / Richard N. Jr. Grant 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^*

Grant Richard N. Jr.

(Last) (First) (Middle)

C/O INTEST CORP

804 EAST GATE DR, 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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024

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	03/06/2024		A		17,652(1)	A	$0	220,203	D
Common Stock	03/06/2024		A		17,652(2)	A	$0	237,855	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)	$11.33	03/06/2024		A		30,536		(3)	03/05/2034	Common Stock	30,536	$0	30,536	D
Employee Stock Option (right to buy)	$16.06							(4)	03/07/2033	Common Stock	16,988		16,988	D
Employee Stock Option (right to buy)	$9.76							(5)	03/08/2032	Common Stock	25,692		25,692	D
Employee Stock Option (right to buy)	$10.62							(6)	03/09/2031	Common Stock	112,000		112,000	D

Explanation of Responses:

1. These restricted shares were granted pursuant to the inTEST Corporation 2023 Stock Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and will vest in four equal annual installments commencing on March 6, 2025.

2. These performance-based restricted shares were granted pursuant to the Plan in a transaction exempt under Rule 16b-3 and will vest on March 6, 2027 dependent upon certain performance criteria. The amount shown reflects the number of shares that will vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 26,478.

3. This option was granted pursuant to the Plan in a transaction exempt under Rule 16b-3 and will vest in four equal annual installments commencing on March 6, 2025.

4. This option vests in four equal annual installments commencing on March 8, 2024.

5. This option vests in four equal annual installments commencing on March 9, 2023.

6. This option vests in four equal annual installments commencing on March 10, 2022.

	/s/ Richard N. Grant, Jr.	03/08/2024
	** 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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