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 *
KOSTELNI JEFFREY C

(Last) (First) (Middle)
1000 LUCAS WAY

(Street)
HAMPTON VA 23666

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Measurement Specialties Inc [ MEAS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President-Finance
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2014
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, no par value 10/09/2014   D   920 (1) D $ 86 0 D  
Common stock, no par value 10/09/2014   D   739 (1) D $ 86 0 I By 401(k)
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
Restricted Stock Units (2) 10/09/2014   D     4,250   (2)   (2) Common stock 4,250 $ 0 (2) 0 D  
Stock option (right to buy) $ 13.53 10/09/2014   D     12,000   (3) 07/01/2020 Common stock 12,000 $ 72.47 0 D  
Stock option (right to buy) $ 32.02 10/09/2014   D     3,000   (4) 07/02/2022 Common stock 3,000 $ 53.98 0 D  
Explanation of Responses:
1. As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., dated as of June 18, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of common stock of the Issuer, no par value ("Common Stock"), held by the Reporting Person was canceled and converted into the right to receive $86.00 in cash.
2. As of the Effective Time, these restricted stock units (a) fully vested pursuant to the terms of the applicable award agreements and (b) pursuant to the terms of the Merger Agreement, were canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) $86.00 multiplied by (y) the total number of shares of Common stock underlying such restricted stock units.
3. This stock option, which provides for vesting in five equal annual installments beginning on July 1, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. With respect to 6,000 shares of Common Stock underlying this stock option which have not vested as of the date of this report, this amount will be payable to the Reporting Person on or within 30 days after July 1, 2015, subject to (i) the Reporting Person's continued employment with the Company or any of its affiliates through the payment date and (ii) the terms of the Merger Agreement.
4. This stock option, which provides for vesting in four equal annual installments beginning on July 2, 2013, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. With respect to 2,000 shares of Common Stock underlying this stock option which have not vested as of the date of this report, 1/2 of this amount will be payable to the Reporting Person on or within 30 days after each of July 2 of 2015 and 2016, subject to (i) the Reporting Person's continued employment with the Company or any of its affiliates through the applicable payment dates and (ii) the terms of the Merger Agreement.
/s/ Jeffrey C. Kostelni 10/14/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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