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4//SEC Filing

RCM TECHNOLOGIES INC 4

Accession 0000921895-15-002726

$RCMTCIK 0000700841operating

View on SEC.gov Company Profile

Filed

Dec 7, 7:00 PM ET

Accepted

Dec 8, 7:57 PM ET

Size

23.8 KB

Accession

0000921895-15-002726

Insider Transaction Report

Form 4

Period: 2015-12-03

RCM TECHNOLOGIES INCRCMT

M2O, Inc.

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
1,000
Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074
Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375

Vizi Bradley

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074
Common Stock, $0.05 par value
1,000

IRS Partnership No. 19, L.P.

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074
Common Stock, $0.05 par value
1,000

O'CONNELL MICHAEL

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074
Common Stock, $0.05 par value
1,000

Legion Partners Asset Management, LLC

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
1,000
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074

Kiper Christopher S

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074
Common Stock, $0.05 par value
1,000

Leonetti/O'Connell Family Foundation

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
1,000
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074
Common Stock, $0.05 par value
22,000

Michael F. O'Connell & Margo L. O'Connell Revocable Trust

10% Owner

Transactions

Award
Restricted Stock Unit
2015-12-03+8,000→ 8,000 total
From: 2016-12-03→ Common Stock (8,000 underlying)

Holdings

Common Stock, $0.05 par value
1,000
Common Stock, $0.05 par value
22,000
Common Stock, $0.05 par value
(indirect: See footnotes)
1,991,375
Common Stock, $0.05 par value
(indirect: See footnotes)
266,074

Footnotes (6)

[F1]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.
[F2]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.
[F3]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.
[F4]IRS 19 and the Foundation have each entered into an investment advisory agreement with Legion Partners Asset Management, LLC , a Delaware 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.
[F5]On December 3, 2015, Mr. Vizi was granted 8,000 restricted stock units ("RSUs") as compensation for his service on the Issuer's Board of Directors (the "Board"), all of which vest on December 3, 2016, the first anniversary of the grant date. Each RSU is the economic equivalent of one share of the Issuer's Common Stock.
[F6]Excludes 6,250 RSUs granted on December 27, 2013 to Mr. Vizi as compensation for his service on the Board, all of which vest on December 27, 2016, the third anniversary of the grant date, and 10,000 RSUs granted on December 11, 2014 to Mr. Vizi as compensation for his service on the Board, all of which vest on December 11, 2017, the third anniversary of the grant date.

Documents

1 file

4
form409050002_12082015.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

RCM TECHNOLOGIES INC

CIK 0000700841

→

Entity typeoperating

IncorporatedNV

Related Parties

filerCIK 0000700841

Filing Metadata

Form type: 4
Filed: Dec 7, 7:00 PM ET
Accepted: Dec 8, 7:57 PM ET
Size: 23.8 KB

View on SEC.gov