Edgar Filing: Leonetti/O'Connell Family Foundation

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Vizi Bradley

2. Issuer Name and Ticker or Trading Symbol
RCM TECHNOLOGIES INC [RCMT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman & President

(Last)

(First)

(Middle)

10390 WILSHIRE BLVD, SUITE 406

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

(Street)

LOS ANGELES, CA 90024

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾								84,526 ⁽⁵⁾	D ⁽⁴⁾
Common Stock ⁽¹⁾	03/14/2019		P		637,000	A	$ 3.92	2,692,065 ⁽⁵⁾	I	See Footnotes ⁽²⁾ ⁽⁴⁾
Common Stock ⁽¹⁾								266,074	I ⁽³⁾ ⁽⁴⁾	See Footnotes ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Vizi Bradley 10390 WILSHIRE BLVD SUITE 406 LOS ANGELES, CA 90024	X	X	Executive Chairman & President
HARVEST FINANCIAL CORPORATION 1600 BENEDUM-TREES BUILDING 223 FOURTH AVENUE PITTSBURGH, PA 15222		X
O'CONNELL MICHAEL 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071		X
Michael F. O'Connell & Margo L. O'Connell Revocable Trust 515 S. FIGUEROA STREET, SUITE 1050 LOS ANGELES, CA 90071		X
M2O, Inc. 515 S. FIGUEROA STREET, SUITE 1050 LOS ANGELES, CA 90071		X
IRS Partners No. 19, L.P. 515 S. FIGUEROA STREET, SUITE 1050 LOS ANGELES, CA 90071		X
Leonetti/O'Connell Family Foundation 515 S. FIGUEROA STREET, SUITE 1050 LOS ANGELES, CA 90071		X

Signatures

/s/ Frank D. Ruscetti as Executive Chairman of Harvest Financial Corporation		03/18/2019
^**Signature of Reporting Person		Date
/s/ Bradley S. Vizi s Attorney-in-Fact for Michael O'Connell		03/18/2019
^**Signature of Reporting Person		Date
The Michael F. O'Connell & Margo L. O'Connell Revocable Trust; By: /s/ Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Trustee		03/18/2019
^**Signature of Reporting Person		Date
M2O, Inc.; By: /s/ Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer		03/18/2019
^**Signature of Reporting Person		Date
IRS Partners No. 19, L.P.; By: M2O, Inc., its General Partner; By: /s/Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer		03/18/2019
^**Signature of Reporting Person		Date
The Leonetti/O'Connell Family Foundation; By: /s/ Bradley S. Vizi as Attorney-in-Fact for Michael O'Connell, Secretary, Chief Financial Officer and Director		03/18/2019
^**Signature of Reporting Person		Date
Bradley S. Vizi		03/18/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is being filed jointly by the reporting persons identified herein (each a "Reporting Person" and collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(2)	IRS Partners 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 California 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.
(3)	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.
(4)	IRS 19 and the Foundation have each entered into an investment advisory agreement with Harvest Financial Corporation ("Harvest"), pursuant to which Bradley Vizi ("Mr. Vizi") on behalf of Harvest, exclusively manages IRS 19's and the Foundation's investment in the Issuer and has certain discretion with respect to purchase and sales of Common Stock of the Issuer. As a result, Harvest and Mr. Vizi may be deemed to have shared dispositive power with respect to the shares held by IRS 19 and the Foundation. Harvest 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.
(5)	The aggregate ownership of IRS 19 following the reportable transaction is being revised from the last Form 4 filing to correct an inadvertent miscalculation. The ownership of Mr. Vizi is being revised to exclude 35,000 restricted stock units that will vest on May 31, 2019 and December 13, 2019.

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