|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
O'CONNELL MICHAEL 515 S. FIGUEROA STREET SUITE 1100 LOS ANGELES, CA 90071 |
X | |||
IRS Partnership No. 19, L.P. 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071 |
X | |||
Leonetti/O'Connell Family Foundation 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071 |
X | |||
M2O, Inc. 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071 |
X | |||
Michael F. O'Connell & Margo L. O'Connell Revocable Trust 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071 |
X | |||
Kiper Christopher S 515 S. FIGUEROA ST SUITE 1100 LOS ANGELES, CA 90071 |
X | |||
Vizi Bradley 515 S FIGUEROA STREET SUITE 1100 LOS ANGELES, CA 90071 |
X | |||
STONNINGTON GROUP, LLC 515 S. FIGUEROA STREET SUITE 1100 LOS ANGELES, CA 90071 |
X |
/s/ MICHAEL O'CONNELL (on behalf of himself and the O'Connell Entities) | 08/21/2012 | |
**Signature of Reporting Person | Date | |
/s/ CHRISTOPHER KIPER (on behalf of himself) | 08/21/2012 | |
**Signature of Reporting Person | Date | |
/s/ BRADLEY VIZI (on behalf of himself) | 08/21/2012 | |
**Signature of Reporting Person | Date | |
/s/ NICHOLAS STONNINGTON | 08/21/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | IRS Partnership No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares. |
(2) | The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares |
(3) | The general partner of IRS 19 is M2O, Inc., a Delaware corporation ("M2O"), the Michael F. O'Connell and Margo L. O'Connell Revocable Trust (the "Trust") is the sole voting shareholder of M2O and Michael O'Connell, an individual ("Mr. O'Connell", collectively with IRS 19, the Foundation, M2O and the Trust, the "O'Connell Entities"), controls all investment decisions with respect to the Trust, and by virtue of such relationships, IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have the shared voting and dispositive power over the shares owned by IRS 19. The investment decisions of the Foundation are controlled by Mr. O'Connell and by virtue of such relationship, the Foundation and Mr. O'Connell may be deemed to have shared voting and dispositive power over the shares owned by the Foundation. (Continued to footnote 4) |
(4) | IRS 19, M2O and the Trust disclaim beneficial ownership of, and have no pecuniary interest in, the shares owned by the Foundation. The Foundation disclaims beneficial ownership of, and has no pecuniary interest in, the shares owned by IRS 19. |
(5) | IRS 19 and the Foundation have each entered into an investment advisory agreement with Stonnington Group, LLC, a California limited liability company ("Stonnington"), pursuant to which Christopher Kiper ("Mr. Kiper") and Bradley Vizi ("Mr. Vizi") on behalf of Stonnington, exclusively manages IRS 19's and the Foundation's investment in RCM Technologies, Inc. (the "Issuer") and has certain discretion with respect to purchase and sales of shares in the Issuer. As a result, Stonnington, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the shares held by IRS 19 and the Foundation. Stonnington, Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of, and each has no pecuniary interest in, the shares held by each other. Mr. Kiper directly owns 22,000 shares of common stock of the Issuer and Mr. Vizi directly owns 1,000 shares of common stock of the Issuer. |
(6) | This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(7) | Net weighted average price. |
Remarks: Mr. O'Connell is signing on behalf of the O'Connell Entities pursuant to the Authorization, dated as of August 3, 2012, which was previously filed with the Securities and Exchange Commission on August 21, 2012 as an Exhibit to a Form 4 Amendment. Mr. Stonnington is signing as Managing Member and Principal of Stonnington Group, LLC. |