SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
O'CONNELL MICHAEL

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1100

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RCM TECHNOLOGIES INC [ RCMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/17/2012 P 80,000 A $5.48 (7) 1,099,330 I See Footnotes (1) (3) (4) (5) (6)
Common Stock 08/20/2012 P 700 A $5.42 (7) 1,100,030 I See Footnotes (1) (3) (4) (5) (6)
Common Stock 266,074 I See footnotes (2) (3) (4) (5) (6)
Common Stock 22,000 D (5) (6)
Common Stock 1,000 D (5) (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
O'CONNELL MICHAEL

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1100

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
IRS Partnership No. 19, L.P.

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1050

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Leonetti/O'Connell Family Foundation

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1050

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
M2O, Inc.

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1050

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Michael F. O'Connell & Margo L. O'Connell Revocable Trust

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1050

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kiper Christopher S

(Last) (First) (Middle)
515 S. FIGUEROA ST
SUITE 1100

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vizi Bradley

(Last) (First) (Middle)
515 S FIGUEROA STREET
SUITE 1100

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STONNINGTON GROUP, LLC

(Last) (First) (Middle)
515 S. FIGUEROA STREET
SUITE 1100

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
Explanation of Responses:
1. IRS Partnership No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares.
2. The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares
3. The general partner of IRS 19 is M2O, Inc., a Delaware corporation ("M2O"), 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 ("Mr. O'Connell", collectively with IRS 19, the Foundation, M2O and the Trust, the "O'Connell Entities"), controls all investment decisions with respect to the Trust, and by virtue of such relationships, IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have the shared voting and dispositive power over the shares owned by IRS 19. The investment decisions of the Foundation are controlled by Mr. O'Connell and by virtue of such relationship, the Foundation and Mr. O'Connell may be deemed to have shared voting and dispositive power over the shares owned by the Foundation. (Continued to footnote 4)
4. IRS 19, M2O and the Trust disclaim beneficial ownership of, and have no pecuniary interest in, the shares owned by the Foundation. The Foundation disclaims beneficial ownership of, and has no pecuniary interest in, the shares owned by IRS 19.
5. IRS 19 and the Foundation have each entered into an investment advisory agreement with Stonnington Group, LLC, a California limited liability company ("Stonnington"), pursuant to which Christopher Kiper ("Mr. Kiper") and Bradley Vizi ("Mr. Vizi") on behalf of Stonnington, exclusively manages IRS 19's and the Foundation's investment in RCM Technologies, Inc. (the "Issuer") and has certain discretion with respect to purchase and sales of shares in the Issuer. As a result, Stonnington, 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. Stonnington, Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of, and each has no pecuniary interest in, the shares held by each other. 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.
6. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
7. Net weighted average price.
Remarks:
Mr. O'Connell is signing on behalf of the O'Connell Entities pursuant to the Authorization, dated as of August 3, 2012, which was previously filed with the Securities and Exchange Commission on August 21, 2012 as an Exhibit to a Form 4 Amendment. Mr. Stonnington is signing as Managing Member and Principal of Stonnington Group, LLC.
/s/ MICHAEL O'CONNELL (on behalf of himself and the O'Connell Entities) 08/21/2012
/s/ CHRISTOPHER KIPER (on behalf of himself) 08/21/2012
/s/ BRADLEY VIZI (on behalf of himself) 08/21/2012
/s/ NICHOLAS STONNINGTON 08/21/2012
** Signature of Reporting Person Date
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