UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 14)¹

RCM Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

749360400

(CUSIP Number)

Bradley S. Vizi

c/o Harvest Financial Corporation

1600 Benedum-Trees Bldg.

223 Fourth Ave., Pittsburgh, PA 15222

(330) 519-1158

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 15, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

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

The information required on 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).

  * See Item 5

  * See Item 5

  * See Item 5

  * See Item 5

  * See Item 5

  * See Item 5

  * See Item 5

The following constitutes Amendment No. 14 (“Amendment No. 14”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.

Effective with the termination of that certain investment advisory agreement dated October 5, 2012 by and between Legion Partners, IRS 19 and the Foundation, as further described in Item 6 hereto, each of Legion Partners and Mr. Kiper ceased to be a member of a Section 13(d) group with the O’Connell Entities and Mr. Vizi and ceased to be a Reporting Person hereunder.   Effective with the execution of that certain investment advisory agreement dated November 15, 2017 by and between Harvest Financial Corporation, a Pennsylvania corporation, Mr. Vizi, IRS 19 and the Foundation, as further described in Item 6 hereto, Harvest became a Reporting Person hereunder. The Reporting Persons, excluding Legion Partners and Mr. Kiper, will continue filing as a group, statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.   

Item 2 is hereby amended and restated to read as follows:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of M2O, the Foundation and Harvest.

(b)        The principal business address of the O’Connell Entities is 515 South Figueroa Street, Suite 1050, Los Angeles, California 90071. The principal business address of Harvest is 1600 Benedum-Trees Bldg., 223 Fourth Ave., Pittsburgh, PA 15222. The principal business address of Mr. Vizi is 10390 Wilshire Blvd, Ste 406, Los Angeles, CA 90024.

(c)       The principal business of IRS 19 is making, holding and disposing of various investments. The principal business of the Foundation is promoting charitable purposes. The principal business of M2O is to serve as general partner of IRS 19 and other affiliated partnerships. The principal business of the Trust is to hold various investments and acting as the sole voting shareholder of M2O. Mr. O’Connell’s principal employment is as the Chief Executive Officer and a Director of M2O, a Trustee of the Trust and the Secretary, Chief Financial Officer and a Director of the Foundation. The principal business of Harvest is acting as a broker dealer and investment advisor registered with the State of Pennsylvania. The principal occupation of Mr. Vizi is acting as a professional investor and as a director of the Issuer and L.B. Foster Company, a one-source supplier and manufacturer of quality railroad products.

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Each of IRS 19, the Foundation, and M2O is organized under the laws of Delaware. Harvest is organized under the laws of Pennsylvania. Each of Messrs. O’Connell, Vizi, and each person listed on Schedule A is a citizen of the United States of America.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 2,055,065 Common Shares owned directly by the IRS 19 is approximately $10,831,416, including brokerage commissions. Such Common Shares were acquired with the working capital of IRS 19.

The aggregate purchase price of the 266,074 Common Shares owned directly by the Foundation is approximately $1,344,063, including brokerage commissions. Such Common Shares were acquired with the working capital of the Foundation. 

The aggregate purchase price of 1,000 Common Shares owned directly by Mr. Vizi is approximately $4,479, including brokerage commissions. Such Common Shares were acquired with Mr. Vizi’s personal funds. In addition, 24,250 Common Shares owned directly by Mr. Vizi were obtained through equity awards that were granted to Mr. Vizi during his tenure as a director of the Issuer.

To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Items 5(a)-(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Shares reported owned by each person named herein is based upon 12,011,699 Common Shares outstanding as of November 1, 2017, which is the total number of Common Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017.

As of the close of business on November 17, 2017, IRS 19 beneficially owned 2,055,065 Common Shares, constituting approximately 17.1% of the Common Shares outstanding. By virtue of their relationships discussed in further detail in Item 2, IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to beneficially own the Common Shares owned by IRS 19. By virtue of their relationships discussed in further detail in Item 6, Harvest and Mr. Vizi may be deemed to beneficially own the Common Shares held by IRS 19.

As of the close of business on November 17, 2017, the Foundation beneficially owned 266,074 Common Shares, constituting approximately 2.2% of the Common Shares outstanding. By virtue of his relationship discussed in further detail in Item 2, Mr. O’Connell may be deemed to beneficially own the Common Shares owned by the Foundation. By virtue of their relationship discussed in further detail in Item 6, Harvest and Mr. Vizi may be deemed to beneficially own the Common Shares held by the Foundation.

By virtue of his relationship discussed in further detail in Item 2, Mr. O’Connell may be deemed to beneficially own an aggregate of 2,321,139 Common Shares beneficially owned by IRS 19 and the Foundation, constituting approximately 19.3% of the Common Shares outstanding.

By virtue of their relationship discussed in further detail in Item 6, Harvest may be deemed to beneficially own an aggregate of 2,321,139 Common Shares beneficially owned by IRS 19 and the Foundation, constituting approximately 19.3% of the Common Shares outstanding.

As of the close of business on November 17, 2017, Mr. Vizi directly owned 25,250 Common Shares, constituting less than 1.0% of the Common Shares outstanding. By virtue of his relationship discussed in further detail in Item 6, Mr. Vizi may be deemed to beneficially own an aggregate of 2,346,389 Common Shares, constituting approximately 19.5% of the Common Shares outstanding.

No person listed on Schedule A hereto owns any Common Shares.

The Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder by the SEC. Each of the Reporting Persons specifically disclaims beneficial ownership of the Common Shares reported herein that he or it does not directly own, except to the extent of his or its pecuniary interest therein.

(b) Each of IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by IRS 19. The Foundation and Mr. O’Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by the Foundation. Harvest and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation. Mr. Vizi has sole voting and dispositive power over the Common Shares he owns directly.

(c)       There have been no transactions in the Common Shares by the Reporting Persons during the past 60 days.

Item 6 is hereby amended to add the following:

On November 15, 2017, the investment advisory agreement dated October 5, 2012 by and between Legion Partners, IRS 19 and the Foundation terminated. Substantially the same investment advisory agreement was entered into with Harvest, effective November 15, 2017. Pursuant to the investment advisory agreement, Harvest will manage IRS 19’s and the Foundation’s investment in the Common Shares and has certain discretion to purchase or sell Common Shares but Harvest does not and will not have any right to vote the Common Shares. Harvest is entitled to receive a performance-based fee with respect to such investment of 20% of the gain on net investment profits above 10%. Harvest is also entitled to a management fee. Mr. Vizi’s compensation is related to such fees. A copy of the form of investment advisory agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On November 17, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 is hereby amended to add the following:

SIGNATURES

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

Dated: November 17, 2017

SCHEDULE A

Directors and Executive Officers of M2O

Directors and Executive Officers of the Foundation

Directors and Executive Officers of Harvest

Exhibit 99.1

FORM OF INVESTMENT ADVISORY AGREEMENT

Harvest Financial Corporation (“Advisors”) and the undersigned (“Client’) agree as follows:

1.                   Appointment. Client appoints Advisors as the exclusive investment adviser with respect to the assets in the custodial account Client has established pursuant to this Agreement, together with all income and other proceeds from those assets (the “Assets”). Advisors will monitor and advise with respect to the Assets. Client grants Advisors complete discretion and authority to make and implement all investment decisions concerning the purchase of Assets on Client’s behalf, subject to any terms and conditions Client may impose from time to time. Any sale of the assets shall require the prior consent of Client. Brad Vizi shall be responsible for managing the Assets, including voting any proxies with respect thereto, and Advisors may not appoint any sub-advisors or other persons to manage the Assets. Advisors and Brad Vizi shall not, whether directly or indirectly, whether through affiliates or otherwise beneficially own (as such term is defined under Regulation 13D promulgated under the Exchange Act of 1934 (“Regulation 13D”)) any securities or derivatives of RCM Technologies, Inc. (“RCMT”) except for the 25,250 shares of RCMT owned by Brad Vizi as of the date hereof. Without the prior consent of Client, Advisors and Brad Vizi shall not, whether directly or indirectly, whether through affiliates or otherwise, advise any other client regarding RCMT or invest any other clients’ assets in RCMT, and shall not whether on behalf of themselves or their clients, buy or sell any shares of RCMT or RCMT derivative securities so long as the Client has any position in RCMT or any derivatives thereof.

2.                   Compensation and Expenses. Client will pay Advisors for its advisory services management fees and a performance fee to the extent set forth in the Fee Schedule attached to this Agreement. Client will be responsible for (a) the brokerage and other costs of transactions in Client’s account; (b) all custodial and similar charges; and (c) third-party charges that are pre-approved by Client. Advisors is responsible for its own expenses associated with providing services hereunder, including travel, research expenses and its own legal expenses.

3.                   Term. Client can terminate this Agreement immediately within five (5) days after its date. Otherwise, either party can terminate it on at least 30 days’ written notice to the other. Client can terminate this Agreement immediately for Cause. Except for a termination by Client for Cause or a termination by Advisors Without Cause, Advisors’ management fees will be prorated to the date of termination. Upon termination of this Agreement, no performance fees shall be due unless (x) all of the Assets have been sold and are in the form of cash and (y) Client did not terminate this Agreement for Cause or Advisors Without Cause. “Cause” shall mean the occurrence of any of the following: (I) Brad Vizi materially breaches any of their obligations under this Agreement, (2) Brad Vizi ceases to be employed by the Advisors or ceases to actively manage the Assets, (3) Brad Vizi or the Advisors are convicted or indicted with respect to a felony or fraud or are the subject of an investigation or action by the Securities and Exchange Commission or other securities regulator, or (4) any of the information provided by or on behalf of the Advisors in Section 7 contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading is materially inaccurate. “Without Cause” shall mean the termination of this Agreement by Advisors other than for a failure by Client to pay management fees or performance fees when due, subject to a 15 day cure period.

4.                   Custodians and Brokerage. Advisors will not take custody of client assets but rather Advisors will appoint one or more custodians to hold the Assets. Client directs each of them to follow Advisors’ instructions with respect to the Assets. Advisors will also select brokers, dealers or other financial institutions for the execution of transactions.

5.                   Client Representations and Acknowledgments. Client warrants that he/she has the legal capacity and authority to enter into and perform this agreement and that doing so will not violate or conflict with any of Client’s contractual or legal obligations. Client warrants that he/she meets one or more of the requirements to qualify as a “qualified client” as such term is defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended, as indicated in Exhibit A attached hereto. Client acknowledges that: (a) he/she has received and carefully reviewed Part 2, its supplements and Advisors’ privacy policy; (b) Part 2 includes disclosures concerning, among other things, Advisors’ other clients and operations, execution of transactions, selection of brokers and dealers, allocation of transactions among Advisors’ clients, aggregation of orders, soft dollar policies, client referrals, and potential conflicts of interest (the “Conflicts”); (c) Advisors is providing only the services contemplated by this Agreement, and not all the potential services described in Part 2; (d) Advisors is not guaranteeing investment performance of Client’s account or the achievement of Client’s objectives; and (e) an investment in the assets includes risks (including market, economic, political, currency and business risks), losses may occur, and Client (not Advisors) bears the risk of loss. Subject to Advisors’ compliance with the terms of this Agreement, Client consents to the Conflicts, but does not relieve Advisors of any of its obligations under this Agreement or applicable law. Client will sign and provide to Advisors any additional documents Advisors reasonably requests to confirm Advisors’ authority or otherwise implement this Agreement.

6.                   Limitation of Liability. Advisors and its principals, members, officers, employees, agents and affiliates will have no liability in connection with this Agreement, except that (a) Advisors will be liable for Advisors’ willful malfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement or a material breach of this Agreement; and (b) Client is not waiving or limiting any rights under applicable law. Advisors will not be responsible for any act or omission of Client or any custodian or broker-dealer.

7.                   Confidentiality. Information concerning Advisors’ and Clients’ investment and other actions under this Agreement is confidential. Client and Advisors’ will not disclose any such information to third parties (except as required by law) or use it other than in connection with this Agreement. Notwithstanding the foregoing, Client and Advisors agree that if Client beneficially owns 5% or more of the outstanding RCMT stock, this Agreement will be disclosed pursuant to a Schedule 13D. Advisors and Brad Vizi also agree to provide to Client all information and sign and provide any additional documents reasonably requested by Client, which shall include information regarding themselves, their investments and their employees required by Regulation 13D and under any other applicable securities law.

8.                   Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Los Angeles, California, before a sole arbitrator, in accordance with California laws applicable to agreements made, and to be performed, in that State. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award can be entered in any court having jurisdiction. The arbitrator will, in the Award, allocate all of the costs of the arbitration, including the arbitrator’s fees and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

9.                   Legal and Tax Advice. Client understands that Advisor does not provide legal advice or prepare legal documents. Client acknowledges it is Client’s responsibility to consult with an attorney and CPA.

10.                Miscellaneous. California law will govern this Agreement, except as preempted by federal law. Neither party can assign this Agreement without the other’s consent. The Sections of this Agreement entitled “Client Representations and Acknowledgements,” “Limitation of Liability,” “Confidentiality,” “Arbitration” and “Miscellaneous” will survive the termination of this Agreement. Any addenda to this Agreement are part of it. Unless specifically agreed otherwise or as required by law, Advisors will not vote proxies (unless Client directs otherwise) or advise or act for Client in any legal proceedings, including bankruptcies or class action suits, involving either (a) securities held or previously held in Client’s account; or (b) the issuers of those securities. This Agreement supersedes in its entirety the Investment Advisory Agreement between Client and Legion Partners Asset Management LLC dated as of October 5, 2012 with respect to the Assets and Client acknowledges that such agreement has been duly terminated as of the date hereof and shall be of no force or effect.

This Agreement is effective as of November 15, 2017

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.05 per share, of RCM Technologies, Inc., a Nevada corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: November 17, 2017