RCM TECHNOLOGIES, INC. — Major Shareholding Notification 2012

Aug 21, 2012

SC 13D/A 1 d400757dsc13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D Amendment No. 4 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

RCM Technologies, Inc.

(Name of Issuer)

Common Stock, $.05 Par Value

(Title of Class of Securities)

749360400

(CUSIP Number)

Bradley Vizi 515 S. Figueroa Street, Suite 1100 Los Angeles, California 90071 (330) 519-1158

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 17, 2012

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

*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, as amended (“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 ).

SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS IRS Partnership No. 19, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 Common Shares*
	8	SHARED VOTING POWER 1,100,030 Common Shares*
	9	SOLE DISPOSITIVE POWER 0 Common Shares*
	10	SHARED DISPOSITIVE POWER 1,100,030 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,100,030 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.1%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) PN

• See Item 5 hereof. The percentages of ownership figures set forth above and herein assumes that 12,037,497 shares of common stock, par value $0.05, of RCM Technologies, Inc. (the “ Company ”) were outstanding as of August 13, 2012, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2012.

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SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS The Leonetti/O’Connell Family Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 Common Shares*
	8	SHARED VOTING POWER 266,074 Common Shares*
	9	SOLE DISPOSITIVE POWER 0 Common Shares*
	10	SHARED DISPOSITIVE POWER 266,074 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 266,074 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 2.2%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) CO

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SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS M2O, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 Common Shares*
	8	SHARED VOTING POWER 1,100,030 Common Shares*
	9	SOLE DISPOSITIVE POWER 0 Common Shares*
	10	SHARED DISPOSITIVE POWER 1,100,030 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,100,030 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.1%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) CO, HC

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SCHEDULE 13D

CUSIP No. 749360400

| 1 | NAME OF REPORTING PERSONS The Michael F. O’Connell and Margo L. O’Connell
Revocable Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS ) | (a) x (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (S EE INSTRUCTIONS ) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Not Applicable | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Shares |
| | 8 | SHARED VOTING POWER 1,100,030 Common Shares |
| | 9 | SOLE DISPOSITIVE POWER 0 Common Shares |
| | 10 | SHARED DISPOSITIVE POWER 1,100,030 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,100,030 Common Shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS ) | x * |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.1% | |
| 14 | TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) OO, HC | |

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SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS Michael O’Connell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 Common Shares*
	8	SHARED VOTING POWER 1,366,104 Common Shares*
	9	SOLE DISPOSITIVE POWER 0 Common Shares*
	10	SHARED DISPOSITIVE POWER 1,366,104 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,366,104 Common
Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 11.3%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) IN, HC

6

SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS Stonnington Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 Common Shares*
	8	SHARED VOTING POWER 0 Common Shares*
	9	SOLE DISPOSITIVE POWER 0 Common Shares*
	10	SHARED DISPOSITIVE POWER 1,366,104 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,366,104 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 11.3%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) IA

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SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS Bradley Vizi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,000 Common Shares*
	8	SHARED VOTING POWER 0 Common Shares*
	9	SOLE DISPOSITIVE POWER 1,000 Common Shares*
	10	SHARED DISPOSITIVE POWER 1,366,104 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,367,104 Common
Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 11.4%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) IN

8

SCHEDULE 13D

CUSIP No. 749360400

1	NAME OF REPORTING PERSONS Christopher Kiper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (S EE INSTRUCTIONS )	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (S EE INSTRUCTIONS ) PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 22,000 Common Shares*
	8	SHARED VOTING POWER 0 Common Shares*
	9	SOLE DISPOSITIVE POWER 22,000 Common Shares*
	10	SHARED DISPOSITIVE POWER 1,366,104 Common Shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,388,104 Common
Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (S EE INSTRUCTIONS )	x *
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 11.5%*
14	TYPE OF REPORTING PERSON (S EE INSTRUCTIONS ) IN

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This Amendment No. 4 (“ Amendment No. 4 ”) amends the Schedule 13D dated January 19, 2012, as amended by Amendment No. 1 dated February 2, 2012, Amendment No. 2 dated May 10, 2012 and Amendment No. 3 dated May 16, 2012 (the “ Original Schedule 13D ”) filed by IRS Partnership No. 19, L.P., a Delaware limited partnership (“ IRS 19 ”), The Leonetti/O’Connell Family Foundation, a Delaware non-profit corporation (the “ Foundation ”), M2O, Inc., a Delaware corporation (“ M2O ”), The Michael F. O’Connell and Margo L. O’Connell Revocable Trust (the “ Trust ”), Michael O’Connell, an individual (“ Mr. O’Connell ”, collectively with IRS 19, the Foundation, M2O and the Trust, the “ O’Connell Entities ”), Stonnington Group, LLC, a California limited liability company (“ Stonnington ”), Christopher Kiper, an individual (“ Mr. Kiper ”) and Bradley Vizi, an individual (“ Mr. Vizi ”, and together with the O’Connell Entities, Stonnington and Mr. Kiper, the “ Reporting Persons ”) with respect to shares of Common Stock, $0.05 par value per share (“ Common Shares ”), of RCM Technologies, Inc., a Nevada corporation (the “ Company ”). Capitalized terms used and not defined in this Amendment No. 4 shall have the meanings set forth in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original Schedule 13D.

ITEM 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

The amount of funds used by IRS 19 to purchase the Common Shares acquired since the date of Amendment No. 3 to the Schedule 13D is approximately $974,371. All of such funds were derived from working capital of IRS 19.

ITEM 5. Interests in Securities of the Issuer.

Item 5(a) of the Original Schedule 13D is hereby amended and supplemented as follows:

As of August 21, 2012, IRS 19, the Foundation, Mr. Kiper and Mr. Vizi owned on an aggregate basis 1,389,104 Common Shares, representing approximately 11.5% of the outstanding Common Shares.

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

(c) In the 60 days prior to the date of this Amendment No. 4 to the Schedule 13D, IRS 19 effected transactions with respect to the Common Shares on such dates, in such amounts and at such per share prices as indicated on the Schedule of Transactions attached hereto as Exhibit 7 and incorporated herein by reference. All such transactions were effected in the open market.

ITEM 7. Material to be Filed as Exhibits.

Item 7(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

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| Document — Schedule of Transactions |
| --- |
| Joint Filing Agreement, dated January 19, 2012, IRS Partnership No. 19, L.P., The Leonetti/ O’Connell Family Foundation, M2O, Inc., The Michael F.
O’Connell and Margo L. O’Connell Revocable Trust, Michael O’Connell, Stonnington Group, LLC, Christopher Kiper and Bradley Vizi (incorporated herein by reference to Exhibit 3 to the Original Schedule 13D filed
on January 19, 2012 with the Securities and Exchange Commission). |

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 21, 2012

IRS PARTNERSHIP NO. 19, L.P.
By:	M2O, Inc., its General Partner
By:	/s/ Michael O’Connell
	Name: Michael O’Connell
	Title: Chief Executive Officer
THE LEONETTI/O’CONNELL FAMILY FOUNDATION
By:	/s/ Michael O’Connell
	Name: Michael O’Connell
	Title: Secretary, Chief Financial Officer
	and Director
M2O, INC.
By:	/s/ Michael O’Connell
	Name: Michael O’Connell
	Title: Chief Executive Officer
THE MICHAEL F. O’CONNELL AND MARGO L. O’CONNELL REVOCABLE TRUST
By:	/s/ Michael O’Connell
	Name: Michael O’Connell
	Title: Trustee
/s/ Michael O’Connell
Name: Michael O’Connell

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STONNINGTON GROUP, LLC
By:	/s/ Nicholas Stonnington
	Name: Nicholas Stonnington
	Title: Managing Member and Principal
/s/ Christopher Kiper
Name: Christopher Kiper
/s/ Bradley Vizi
Name: Bradley Vizi

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Exhibit Index

| Document — Schedule of Transactions |
| --- |
| Joint Filing Agreement, dated January 19, 2012, IRS Partnership No. 19, L.P., The Leonetti/O’Connell Family Foundation, M2O, Inc., The Michael F. O’Connell and
Margo L. O’Connell Revocable Trust, Michael O’Connell, Stonnington Group, LLC, Christopher Kiper and Bradley Vizi (incorporated herein by reference to Exhibit 3 to the Original Schedule 13D filed on January 19, 2012 with the
Securities and Exchange Commission). |

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