RCM TECHNOLOGIES, INC. — Director's Dealing 2012

Nov 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RCM TECHNOLOGIES INC (RCMT)
CIK: 0000700841
Period of Report: 2012-11-14

Reporting Person: O'CONNELL MICHAEL (10% Owner)
Reporting Person: IRS Partnership No. 19, L.P. (10% Owner)
Reporting Person: Leonetti/O'Connell Family Foundation (10% Owner)
Reporting Person: M2O, Inc. (10% Owner)
Reporting Person: Michael F. O'Connell & Margo L. O'Connell Revocable Trust (10% Owner)
Reporting Person: Kiper Christopher S (10% Owner)
Reporting Person: Vizi Bradley (10% Owner)
Reporting Person: Legion Partners Asset Management, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-14	Common Stock, $0.05 par value	P	26600	$5.56	Acquired	1147850	Indirect
2012-11-15	Common Stock, $0.05 par value	P	9382	$5.51	Acquired	1157232	Indirect
2012-11-16	Common Stock, $0.05 par value	P	21100	$5.55	Acquired	1178332	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.05 par value	266074	Indirect
Common Stock, $0.05 par value	22000	Direct
Common Stock, $0.05 par value	1000	Direct

Footnotes

F1: IRS Partnership No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares of common stock ("Common Stock") of RCM Technologies, Inc. (the "Issuer"). M2O, Inc., a Delaware corporation ("M2O"), is the general partner of IRS 19. 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, controls all investment decisions with respect to the Trust. IRS 19, M2O, the Trust and Mr. O'Connell may therefore be deemed to have shared voting and dispositive power over the Common Stock owned by IRS 19.

F2: The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares. The investment decisions of the Foundation are controlled by Mr. O'Connell (Mr. O'Connell, collectively with IRS 19, the Foundation, M2O and the Trust, the "O'Connell Entities") and by virtue of such relationship, the Foundation and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Stock owned by the Foundation. IRS 19, M2O and the Trust disclaim beneficial ownership of the Common Stock of the Issuer owned by the Foundation except to the extent of their pecuniary interest therein. The Foundation disclaims beneficial ownership of the shares of Common Stock of the Issuer owned by IRS 19 except to the extent of its pecuniary interest therein.

F3: IRS 19 and the Foundation have each entered into an investment advisory agreement with Legion Partners Asset Management, LLC , a California limited liability company ("Legion Partners"), pursuant to which Christopher Kiper ("Mr. Kiper") and Bradley Vizi ("Mr. Vizi") on behalf of Legion Partners, exclusively manage IRS 19's and the Foundation's investment in the Issuer and have certain discretion with respect to purchase and sales of Common Stock of the Issuer. As a result, Legion Partners, 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. Legion Partners, Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of shares of Common Stock of the Issuer owned by each other except to the extent of his or its pecuniary interest therein. 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.