Kiper Christopher S 4
4 · RCM TECHNOLOGIES INC · Filed Nov 16, 2012
Insider Transaction Report
Form 4
O'CONNELL MICHAEL
10% Owner
Transactions
- Purchase
Common Stock, $0.05 par value
2012-11-15$5.51/sh+9,382$51,695→ 1,157,232 total(indirect: See Footnotes) - Purchase
Common Stock, $0.05 par value
2012-11-16$5.55/sh+21,100$117,105→ 1,178,332 total(indirect: See footnotes) - Purchase
Common Stock, $0.05 par value
2012-11-14$5.56/sh+26,600$147,896→ 1,147,850 total(indirect: See Footnotes)
Holdings
- 266,074(indirect: See footnotes)
Common Stock, $0.05 par value
- 22,000
Common Stock, $0.05 par value
- 1,000
Common Stock, $0.05 par value
Footnotes (3)
- [F1]IRS Partnership 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 Delaware 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.
- [F2]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.
- [F3]IRS 19 and the Foundation have each entered into an investment advisory agreement with Legion Partners Asset Management, LLC , a California limited liability company ("Legion Partners"), pursuant to which Christopher Kiper ("Mr. Kiper") and Bradley Vizi ("Mr. Vizi") on behalf of Legion Partners, exclusively manage IRS 19's and the Foundation's investment in the Issuer and have certain discretion with respect to purchase and sales of Common Stock of the Issuer. As a result, Legion Partners, 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. Legion Partners, Mr. Kiper 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. 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.