FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Vizi Bradley
2. Issuer Name and Ticker or Trading Symbol

RCM TECHNOLOGIES INC [ RCMT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman & President
(Last)          (First)          (Middle)

10390 WILSHIRE BLVD, SUITE 406
3. Date of Earliest Transaction (MM/DD/YYYY)

1/21/2019
(Street)

LOS ANGELES, CA 90024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 1/21/2019     A    47148   A $0   (5) 119526   D   (4)  
Common Stock   (1)                2352678   I   See Footnotes   (2) (4)
Common Stock   (1)                266074   I   (3) (4) See Footnotes   (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  This Form 4 is being filed jointly by the reporting persons identified herein (each a "Reporting Person" and collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(2)  IRS Partners No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares of common stock ("Common Stock") of RCM Technologies, Inc. (the "Issuer"). M2O, Inc., a California corporation ("M2O"), is the general partner of IRS 19. 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, controls all investment decisions with respect to the Trust. IRS 19, M2O, the Trust and Mr. O'Connell may therefore be deemed to have shared voting and dispositive power over the Common Stock owned by IRS 19.
(3)  The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares. The investment decisions of the Foundation are controlled by Mr. O'Connell (Mr. O'Connell, collectively with IRS 19, the Foundation, M2O and the Trust, the "O'Connell Entities") and by virtue of such relationship, the Foundation and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Stock owned by the Foundation. IRS 19, M2O and the Trust disclaim beneficial ownership of the Common Stock of the Issuer owned by the Foundation except to the extent of their pecuniary interest therein. The Foundation disclaims beneficial ownership of the shares of Common Stock of the Issuer owned by IRS 19 except to the extent of its pecuniary interest therein.
(4)  IRS 19 and the Foundation have each entered into an investment advisory agreement with Harvest Financial Corporation ("Harvest"), pursuant to which Bradley Vizi ("Mr. Vizi") on behalf of Harvest, exclusively manages IRS 19's and the Foundation's investment in the Issuer and has certain discretion with respect to purchase and sales of Common Stock of the Issuer. As a result, Harvest and Mr. Vizi may be deemed to have shared dispositive power with respect to the shares held by IRS 19 and the Foundation. Harvest and Mr. Vizi each disclaims beneficial ownership of shares of Common Stock of the Issuer owned by each other except to the extent of his or its pecuniary interest therein.
(5)  Represent shares acquired by the reporting person upon the vesting of performance stock units granted to the reporting person in October 2018 and previously reported in a Current Report on Form 8-K filed by the issuer in October 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Vizi Bradley
10390 WILSHIRE BLVD
SUITE 406
LOS ANGELES, CA 90024
X X Executive Chairman & President
HARVEST FINANCIAL CORPORATION
1600 BENEDUM-TREES BUILDING
223 FOURTH AVENUE
PITTSBURGH, PA 15222

X

O'CONNELL MICHAEL
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

M2O, Inc.
515 S. FIGUEROA STREET, SUITE 1050
LOS ANGELES, CA 90071

X

IRS Partners 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


Signatures
/s/ Frank D. Ruscetti as Executive Chairman of Harvest Financial Corporation 1/23/2019
** Signature of Reporting Person Date

/s/ Bradley S. Vizi s Attorney-in-Fact for Michael O'Connell 1/23/2019
** Signature of Reporting Person Date

The Michael F. O'Connell & Margo L. O'Connell Revocable Trust; By: /s/ Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Trustee 1/23/2019
** Signature of Reporting Person Date

M2O, Inc.; By: /s/ Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer 1/23/2019
** Signature of Reporting Person Date

IRS Partners No. 19, L.P.; By: M2O, Inc., its General Partner; By: /s/Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer 1/23/2019
** Signature of Reporting Person Date

The Leonetti/O'Connell Family Foundation; By: /s/ Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Secretary, Chief Financial Officer and Director 1/23/2019
** Signature of Reporting Person Date

Bradley S. Vizi 1/23/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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