Amended Statement of Ownership (sc 13g/a)
February 09 2016 - 12:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RF Industries,
Ltd.
(Name of Issuer)
Common
Stock, $0.01 par value
(Title of Class of Securities)
749552105
(CUSIP Number)
February 3, 2016
(Date of Event which Requires Filing of
this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. |
names
of Reporting Persons
Park Circle Company
|
2. |
check
the appropriate box if a member of a group
(a) ¨
(b) x
|
3. |
sec
use only
|
4. |
citizenship
or place of organization
Maryland |
NUMBER OF |
5. |
sole
voting power
226,124 |
SHARES
BENEFICIALLY
OWNED BY |
6. |
shared
voting power
|
EACH
REPORTING
PERSON |
7. |
sole
dispositive power
226,124 |
WITH
|
8. |
shared
dispositive power
|
9. |
aggregate
amount beneficially owned by each reporting person
226,124 |
10. |
check
if the aggregate amount in row (9) excludes certain shares
¨
|
11. |
percent
of class represented by amount in row (9)
2.6%
(1) |
12. |
type
of Reporting Person
CO |
|
|
|
|
(1) Based on 8,718,914 shares of the Issuer’s
Common Stock outstanding as of January 22, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year
ended October 31, 2015, filed on January 28, 2016.
1. |
names
of Reporting Persons
Jeffrey A. Legum
|
2. |
check
the appropriate box if a member of a group
(a) ¨
(b) x
|
3. |
sec
use only
|
4. |
citizenship
or place of organization
United States |
NUMBER OF |
5. |
sole
voting power
215,679 |
SHARES
BENEFICIALLY
OWNED BY |
6. |
shared
voting power
|
EACH
REPORTING
PERSON |
7. |
sole
dispositive power
215,679 |
WITH
|
8. |
shared
dispositive power
|
9. |
aggregate
amount beneficially owned by each reporting person
215,679 |
10. |
check
if the aggregate amount in row (9) excludes certain shares
¨
|
11. |
percent
of class represented by amount in row (9)
2.5%
(1) |
12. |
type
of Reporting Person
IN |
|
|
|
|
(1) Based on 8,718,914 shares of the Issuer’s
Common Stock outstanding as of January 22, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year
ended October 31, 2015, filed on January 28, 2016.
Item 1.
RF
Industries, Ltd.
| (b) | Address of Issuer's Principal Executive Offices: |
7610
Miramar Road, Building 6000, San Diego, California 92126
Item
2.
| (a) | Name of Person Filing: |
This statement is being filed jointly by:
(1) Park Circle Company, a Maryland corporation; and (2) Jeffrey A. Legum. Park Circle Company and Mr. Legum are collectively
identified hereinafter as the “Reporting Persons.”
| (b) | Address of Principal Business Office or, if None,
Residence: |
The
address of the Reporting Persons is: 1829 Reisterstown Road, Suite 140, Baltimore, Maryland 21208.
Park
Circle Company is incorporated in the state of Maryland and Mr. Legum is a U.S. citizen.
| (d) | Title of Class of Securities: |
Common
Stock, par value $0.01 per share.
749552105
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ¨ An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ¨ A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ A
savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
If filing as
a non-US institution in accordance with Rule 13d-1(b)(l)(ii)(J), please specify the type of institution: _______________________;
| (k) | ¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
Not applicable.
| (a) | Amount beneficially owned: |
441,803
shares
5.1%
(1)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
Park
Circle Company: 226,124 (2)
Jeffrey
A. Legum 215,679
| (ii) | Shared power to vote or to direct the vote: |
n/a
| (iii) | Sole power to dispose or to direct the disposition
of: |
Park
Circle Company: 226,124 (2)
Jeffrey
A. Legum 215,679
| (iv) | Shared power to dispose or to direct the disposition
of: |
n/a
| (1) | Based on 8,718,914 shares of the Issuer’s Common
Stock outstanding as of January 22, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2015, filed on January 28, 2016. |
| (2) | Mr. Legum has investment and voting control of Park
Circle Company and has voting and dispositive power over the shares of the Issuer held by such company. The Reporting Persons
disclaim the existence of a “group” for purposes of Regulation 13D. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the
Group. |
See Exhibit 99.1. The
filing persons disclaim that they are a “group.”
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2016
|
PARK CIRCLE COMPANY
|
|
|
|
|
|
By:
|
/s/ Jeffrey A. Legum |
|
|
JEFFREY A. LEGUM, President
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Legum |
|
JEFFREY A. LEGUM
|
|
|
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