Edgar Filing: RCM TECHNOLOGIES INC

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 ^*

IRS Partners No. 19, L.P.

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

515 S. FIGUEROA STREET, SUITE 1050

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2015

(Street)

LOS ANGELES, CA 90071

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, $0.05 par value ⁽¹⁾	08/20/2015		P		437,600	A	$ 4.76	1,991,375	I	See footnotes ⁽²⁾ ⁽⁴⁾
Common Stock, $0.05 par value								266,074	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock, $0.05 par value								1,000	D ⁽⁴⁾
Common Stock, $0.05 par value								22,000	D ⁽⁴⁾

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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
IRS Partners No. 19, L.P. 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071		X
M2O, Inc. 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071		X
O'CONNELL MICHAEL 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
Michael F. O'Connell & Margo L. O'Connell Revocable Trust 515 S. FIGUEROA STREET SUITE 1050 LOS ANGELES, CA 90071		X
Legion Partners Asset Management, LLC 9401 WILSHIRE BOULEVARD, SUITE 705 BEVERLY HILLS, CA 90212		X
Kiper Christopher S 9401 WILSHIRE BOULEVARD, SUITE 705 BEVERLY HILLS, CA 90212		X
Vizi Bradley 9401 WILSHIRE BOULEVARD, SUITE 705 BEVERLY HILLS, CA 90212	X	X

Signatures

IRS PARTNERS NO. 19, L.P.; By: M2O, Inc., its General Partner; By: /s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer		08/24/2015
^**Signature of Reporting Person		Date
M2O, INC.; By: /s/ Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer		08/24/2015
^**Signature of Reporting Person		Date
The Leonetti/O'Connell Family Foundation; By: /s/ Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Secretary, Chief Financial Officer and Director		08/24/2015
^**Signature of Reporting Person		Date
The Michael F. O'Connell and Margo L. O'Connell Revocable Trust; By: /s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Trustee		08/24/2015
^**Signature of Reporting Person		Date
Legion Partners Asset Management, LLC; By /s/ Bradley Vizi, Managing Director		08/24/2015
^**Signature of Reporting Person		Date
/s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell		08/24/2015
^**Signature of Reporting Person		Date
/s/ Christopher Kiper		08/24/2015
^**Signature of Reporting Person		Date
/s/ Bradley Vizi		08/24/2015
^**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 Legion Partners Asset Management, LLC , a Delaware 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.

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