Legion Partners Asset Management Form 4 RCM / Family Foundation Leonetti/O'Connell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Vizi Bradley

(Last) (First) (Middle)

9401 WILSHIRE BOULEVARD, SUITE 705

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2015

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.05 par value(1)								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)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(5)	12/03/2015		A		8,000		12/03/2016	(5)	Common Stock	8,000	$0	8,000(6)	D

1. Name and Address of Reporting Person^*

Vizi Bradley

(Last) (First) (Middle)

9401 WILSHIRE BOULEVARD, SUITE 705

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IRS Partners No. 19, L.P.

(Last) (First) (Middle)

515 S. FIGUEROA STREET

SUITE 1050

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M2O, Inc.

(Last) (First) (Middle)

515 S. FIGUEROA STREET

SUITE 1050

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

O'CONNELL MICHAEL

(Last) (First) (Middle)

515 S. FIGUEROA STREET

SUITE 1050

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leonetti/O'Connell Family Foundation

(Last) (First) (Middle)

515 S. FIGUEROA STREET

SUITE 1050

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Michael F. O'Connell & Margo L. O'Connell Revocable Trust

(Last) (First) (Middle)

515 S. FIGUEROA STREET

SUITE 1050

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last) (First) (Middle)

9401 WILSHIRE BOULEVARD, SUITE 705

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kiper Christopher S

(Last) (First) (Middle)

9401 WILSHIRE BOULEVARD, SUITE 705

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

Explanation of Responses:

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.

5. On December 3, 2015, Mr. Vizi was granted 8,000 restricted stock units ("RSUs") as compensation for his service on the Issuer's Board of Directors (the "Board"), all of which vest on December 3, 2016, the first anniversary of the grant date. Each RSU is the economic equivalent of one share of the Issuer's Common Stock.

6. Excludes 6,250 RSUs granted on December 27, 2013 to Mr. Vizi as compensation for his service on the Board, all of which vest on December 27, 2016, the third anniversary of the grant date, and 10,000 RSUs granted on December 11, 2014 to Mr. Vizi as compensation for his service on the Board, all of which vest on December 11, 2017, the third anniversary of the grant date.

	/s/ Bradley Vizi	12/08/2015
	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	12/08/2015
	M2O, INC.; By: /s/ Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer	12/08/2015
	The Leonetti/O'Connell Family Foundation; By: /s/ Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Secretary, Chief Financial Officer and Director	12/08/2015
	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	12/08/2015
	Legion Partners Asset Management, LLC; By /s/ Bradley Vizi, Managing Director	12/08/2015
	/s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell	12/08/2015
	/s/ Christopher Kiper	12/08/2015
	** Signature of Reporting Person	Date
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