0001104659-23-127801.txt : 20231220
0001104659-23-127801.hdr.sgml : 20231220
20231220180734
ACCESSION NUMBER: 0001104659-23-127801
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231220
FILED AS OF DATE: 20231220
DATE AS OF CHANGE: 20231220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOLINO JOSEPH A JR
CENTRAL INDEX KEY: 0001192706
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05332
FILM NUMBER: 231502400
MAIL ADDRESS:
STREET 1: 300 SMITH STREET
CITY: FARMINGDALE
STATE: NY
ZIP: 11735
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: P&F INDUSTRIES INC
CENTRAL INDEX KEY: 0000075340
STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 221657413
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 445 BROADHOLLOW ROAD
CITY: MELVILLE
STATE: NY
ZIP: 11747
BUSINESS PHONE: (631)694-9800
MAIL ADDRESS:
STREET 1: 445 BROADHOLLOW ROAD
CITY: MELVILLE
STATE: NY
ZIP: 11747
FORMER COMPANY:
FORMER CONFORMED NAME: PLASTICS & FIBERS INC
DATE OF NAME CHANGE: 19671225
4
1
tm2332989-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-12-20
1
0000075340
P&F INDUSTRIES INC
PFIN
0001192706
MOLINO JOSEPH A JR
C/O P&F INDUSTRIES INC
445 BROADHOLLOW ROAD, SUITE 100
MELVILLE
NY
11747
0
1
0
0
Vice President
0
Class A Common Stock
2023-12-20
4
D
0
86971
13.00
D
15000
D
Class A Common Stock
2023-12-20
4
D
0
15000
13.00
D
0
D
Stock Option (right to buy)
7.09
2023-12-20
4
D
0
25000
5.91
D
2027-09-04
Class A Common Stock
25000
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Tools AcquisitionCo, LLC, ("Parent") and Tools MergerSub, Inc., a wholly owned subsidiary of Parent ("Acquisition Sub"), dated October 13, 2023, each issued and outstanding share (a "Share") of Class A Common Stock of the Issuer was converted into the right to receive $13.00 per Share in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld). On December 20, 2023, the transactions contemplated by the Merger Agreement were consummated, including the merger of Acquisition Sub with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation following the Merger as a wholly owned subsidiary of Parent.
Prior to the Merger, the Reporting Person served as an officer of the Issuer, and resigned from such position upon the effective time of the Merger.
Represents unvested shares of restricted stock of the Issuer. Pursuant to the Merger Agreement, each outstanding unvested share of restricted stock was accelerated and canceled and entitled the holder to receive in exchange therefor, an amount in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld) equal to $13.00.
This option, which became fully exercisable on September 5, 2020, was cancelled in the Merger in exchange for an aggregate cash payment representing for each share underlying the option, the difference between the per share merger price and the exercise price per share.
/s/ Joseph A. Molino, Jr.
2023-12-20