-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PAFSnlG7LnrPwuwdbAIXzqdiS9rdz8vlmsnXvwGY5Pmp0tUaHwDXmAKAT5WZwg0f 39UUOSpMqtRJxMnasLuDCw== 0001325533-10-000045.txt : 20101124 0001325533-10-000045.hdr.sgml : 20101124 20101124152911 ACCESSION NUMBER: 0001325533-10-000045 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R F INDUSTRIES LTD CENTRAL INDEX KEY: 0000740664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 880168936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-36926 FILM NUMBER: 101214946 BUSINESS ADDRESS: STREET 1: 7610 MIRAMAR RD STREET 2: BLDG 6000 CITY: SAN DIEGO STATE: CA ZIP: 92126-2313 BUSINESS PHONE: 8585496340 MAIL ADDRESS: STREET 1: 7620 MIRAMAR RD #4100 STREET 2: 7620 MIRAMAR RD #4100 CITY: SAN DIEGO STATE: CA ZIP: 92126-4202 FORMER COMPANY: FORMER CONFORMED NAME: CELLTRONICS INC DATE OF NAME CHANGE: 19910204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 654 BROADWAY STREET 2: SUITE 5 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 654 BROADWAY STREET 2: SUITE 5 CITY: NEW YORK STATE: NY ZIP: 10012 SC 13G 1 rfil2010111913g.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. ________)*



                   RF Industries, Ltd.       

(Name of Issuer)


                 Common Stock, par value $.01       

(Title of Class of Securities)



     749552105     

(CUSIP Number)



     November 19, 2010      

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o     Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in 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).


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.



















13G

CUSIP No. 749552105

 

1.  Names of Reporting Persons.


Red Oak Partners, LLC

2.  Check the Appropriate Box if a Member of a Group

(a) o
(b) o

3.  SEC Use Only

4.  Citizenship or Place of Organization.

New York

   Number of Shares
   Beneficially
  Owned by
  Each Reporting
  Person With:

5.  Sole Voting Power

0

6.  Shared Voting Power

164,815

7.  Sole Dispositive Power

0

8.  Shared Dispositive Power

164,815

9.  Aggregate Amount Beneficially Owned by Each Reporting Person

164,815

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.  Percent of Class Represented by Amount in Row (11)

5.78%

12.  Type of Reporting Person (See Instructions)

OO

















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13G

CUSIP No. 749552105

 

1.  Names of Reporting Persons.


The Red Oak Fund, LP

2.  Check the Appropriate Box if a Member of a Group

(a) o
(b) o

3.  SEC Use Only

4.  Citizenship or Place of Organization.

Delaware

   Number of Shares
   Beneficially
  Owned by
  Each Reporting
  Person With:

5.  Sole Voting Power

0

6.  Shared Voting Power

118,799

7.  Sole Dispositive Power

0

8.  Shared Dispositive Power

118,799

9.  Aggregate Amount Beneficially Owned by Each Reporting Person

118,799

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.  Percent of Class Represented by Amount in Row (11)

4.17%

12.  Type of Reporting Person (See Instructions)

PN

















Page 3 of 9






13G

CUSIP No. 749552105

 

1.  Names of Reporting Persons.


Pinnacle Partners, LLC

2.  Check the Appropriate Box if a Member of a Group

(a) o
(b) o

3.  SEC Use Only

4.  Citizenship or Place of Organization.

Colorado

   Number of Shares
   Beneficially
  Owned by
  Each Reporting
  Person With:

5.  Sole Voting Power

0

6.  Shared Voting Power

46,016

7.  Sole Dispositive Power

0

8.  Shared Dispositive Power

46,016

9.  Aggregate Amount Beneficially Owned by Each Reporting Person

46,016

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.  Percent of Class Represented by Amount in Row (11)

1.61%

12.  Type of Reporting Person (See Instructions)

OO

















Page 4 of 9






13G

CUSIP No. 749552105

 

1.  Names of Reporting Persons.


Pinnacle Fund, LLLP

2.  Check the Appropriate Box if a Member of a Group

(a) o
(b) o

3.  SEC Use Only

4.  Citizenship or Place of Organization.

Colorado

   Number of Shares
   Beneficially
  Owned by
  Each Reporting
  Person With:

5.  Sole Voting Power

0

6.  Shared Voting Power

46,016

7.  Sole Dispositive Power

0

8.  Shared Dispositive Power

46,016

9.  Aggregate Amount Beneficially Owned by Each Reporting Person

46,016

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.  Percent of Class Represented by Amount in Row (11)

1.61%

12.  Type of Reporting Person (See Instructions)

PN

















Page 5 of 9






13G

CUSIP No. 749552105

 

1.  Names of Reporting Persons.


David Sandberg

2.  Check the Appropriate Box if a Member of a Group

(a) o
(b) o

3.  SEC Use Only

4.  Citizenship or Place of Organization.

United States

   Number of Shares
   Beneficially
  Owned by
  Each Reporting
  Person With:

5.  Sole Voting Power

0

6.  Shared Voting Power

164,815

7.  Sole Dispositive Power

0

8.  Shared Dispositive Power

164,815

9.  Aggregate Amount Beneficially Owned by Each Reporting Person

164,815

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.  Percent of Class Represented by Amount in Row (11)

5.78%

12.  Type of Reporting Person (See Instructions)

IN

















Page 6 of 9






13G

CUSIP No. 749552105


ITEM 1.

(a) Name of issuer:


RF Industries, Ltd. (the “issuer”)


(b) Address of Issuer's Principal Executive Offices:


7610 Miramar Road, Building 6000

San Diego, CA 921126


ITEM 2.

(a)

This statement (this "Statement") is being filed by David Sandberg, the controlling member of Red Oak Partners, LLC, a New York limited liability company ("Red Oak Partners"), which serves as the general partner of The Red Oak Fund, LP, a Delaware limited partnership (the "Red Oak Fund") and a managing member of Pinnacle Fund LLLP, a Colorado limited liability limited partnership ("Pinnacle Fund" and together with the "Red Oak Fund", the "Funds"). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide     variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement. Each of the filers hereto disclaims beneficial ownership with respect to any shares other than the shares owned directly by such filer.

(b) The principal business office of the Filers is 654 Broadway, Suite 5, New York, New York 10012.

(c) David Sandberg is a citizen of the United States.


(d) This Statement relates to Common Stock, $.01 par value, of the Issuer.


(e) The CUSIP Number of the Shares of the Issuer is 749552105.


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-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  ss.240.13d-1(b)(1)(ii)(E);   

 

(f)

[_]

An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);   

 

(g)

[_]

A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);   

 

(h)

[_]

A savings associations 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)

[_]

Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).


ITEM 4. OWNERSHIP.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a) Amount beneficially owned:

With respect to David Sandberg and Red Oak Partners, LLC, 164,815 shares of Common Stock.

Page 7 of 9







(b)

Percent of class:


With respect to David Sandberg and Red Oak Partners, LLC, 5.78% of

Common Stock.


(c) Number of shares as to which such person has:


(i)  Sole power to vote or to direct the vote


0


(ii) Shared power to vote or to direct the vote


With respect to David Sandberg and Red Oak Partners, LLC, 164,815 shares of Common Stock.


(iii) Sole power to dispose or to direct the disposition of


0


(iv) Shared power to dispose or to direct the disposition of


With respect to David Sandberg and Red Oak Partners, LLC, 164,815 shares of Common Stock.



ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].


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.


Not applicable.


ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.


Not applicable.


ITEM 9. NOTICE OF DISSOLUTION OF GROUP.


Not applicable.


ITEM 10. CERTIFICATIONS.


(a) Not applicable.


(b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 9











SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated: November 24, 2010


/s/ David Sandberg

David Sandberg



Red Oak Partners, LLC


By:

/s/ David Sandberg

 

David Sandberg, Managing Member



Pinnacle Partners, LLP

By: Red Oak Partners, LLC, its general partner


By:

/s/ David Sandberg

David Sandberg, Managing Member



The Red Oak Fund, L.P.

By: Red Oak Partners, LLC, its general partner


By:

/s/ David Sandberg

David Sandberg, Managing Member



Pinnacle Fund, LLLP

By: Pinnacle Partners, LLC, its general partner

By: Red Oak Partners, LLC, its general partner


By:

/s/ David Sandberg

David Sandberg, Managing Member














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