X0306 4 2012-08-17 0 0000700841 RCM TECHNOLOGIES INC RCMT 0001539145 O'CONNELL MICHAEL 515 S. FIGUEROA STREET SUITE 1100 LOS ANGELES CA 90071 0 0 1 0 0001556235 IRS Partnership No. 19, L.P. 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES CA 90071 0 0 1 0 0001556241 Leonetti/O'Connell Family Foundation 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES CA 90071 0 0 1 0 0001556221 M2O, Inc. 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES CA 90071 0 0 1 0 0001556184 Michael F. O'Connell & Margo L. O'Connell Revocable Trust 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES CA 90071 0 0 1 0 0001432744 Kiper Christopher S 515 S. FIGUEROA ST SUITE 1100 LOS ANGELES CA 90071 0 0 1 0 0001556313 Vizi Bradley 515 S FIGUEROA STREET SUITE 1100 LOS ANGELES CA 90071 0 0 1 0 0001325261 STONNINGTON GROUP, LLC 515 S. FIGUEROA STREET SUITE 1100 LOS ANGELES CA 90071 0 0 1 0 Common Stock 2012-08-17 4 P 0 80000 5.48 A 1099330 I See Footnotes Common Stock 2012-08-20 4 P 0 700 5.42 A 1100030 I See Footnotes Common Stock 266074 I See footnotes Common Stock 22000 D Common Stock 1000 D IRS Partnership No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares. The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares 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) 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. 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. 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. Net weighted average price. 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) 2012-08-21 /s/ CHRISTOPHER KIPER (on behalf of himself) 2012-08-21 /s/ BRADLEY VIZI (on behalf of himself) 2012-08-21 /s/ NICHOLAS STONNINGTON 2012-08-21