RCM TECHNOLOGIES, INC. — Director's Dealing 2012

Aug 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RCM TECHNOLOGIES INC (RCMT)
CIK: 0000700841
Period of Report: 2012-08-03

Reporting Person: O'CONNELL MICHAEL (10% Owner)
Reporting Person: Kiper Christopher S (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Common Stock	P	2500	$5.57	Acquired	999930	Indirect
2012-08-06	Common Stock	P	1500	$5.53	Acquired	1001430	Indirect
2012-08-07	Common Stock	P	17900	$5.59	Acquired	1019330	Indirect

Footnotes

F1: IRS Partnership No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares.

F2: The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares

F3: 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 foot note 4)

F4: 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.

F5: 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 and Bradly 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. As of the date of filing of this Form 4, Mr. Vizi directly owns 22,000 shares of common stock of the Issuer and Mr. Kiper owns 1,000 shares of common stock of the Issuer.

F6: 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.

F7: Net weighted average price.