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