RCMT RCM Technologies Inc

* Excludes 150,000 Common Shares underlying certain restricted stock units that will vest annually in three equal installments beginning on January 15, 2021, as previously described in Item 6.

The following constitutes Amendment No. 17 (“Amendment No. 17”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 17 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

As further discussed in Item 4 below, IRS 19, the Foundation, M2O, the Trust, Mr. O’Connell and Harvest (collectively, the “Selling Group”) are no longer members of the Section 13(d) group and shall cease to be Reporting Persons hereunder immediately after the filing of this Amendment No. 17. Mr. Vizi will continue filing statements on Schedule 13D with respect to his beneficial ownership of securities of the Issuer to the extent required by applicable law.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 854,000 Common Shares beneficially owned directly by Mr. Vizi is approximately $1,032,099, including brokerage commissions. Such Common Shares were acquired with Mr. Vizi’s personal funds, 850,000 of which were purchased pursuant to the Stock Purchase Agreement (as defined and described in Item 4 below) and 3,000 of which were purchased pursuant to the Issuer’s Employee Stock Purchase Plan. In addition, 158,526 Common Shares deemed to be beneficially owned directly by Mr. Vizi were obtained through equity awards that were granted to Mr. Vizi in his capacity as a director and executive officer of the Issuer.

To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 4 is hereby amended to add the following:

On June 2, 2020, the Reporting Persons entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Issuer, Kevin Miller and Roger Ballou, pursuant to which the Selling Group agreed to sell, and the Issuer and Messrs. Vizi, Miller and Ballou agreed to purchase, all 2,958,139 Common Shares owned in the aggregate by the Selling Group, at a purchase price of $1.20 per share, for an aggregate purchase price of $3,549,766.80 (the “Transaction”). The closing of the Transaction is effective as of June 2, 2020. Pursuant to the Stock Purchase Agreement, the Issuer purchased 1,858,139 Common Shares, Mr. Vizi purchased 850,000 Common Shares, Mr. Miller purchased 150,000 Common Shares and Mr. Ballou purchased 100,000 Common Shares. The consideration paid by the Issuer consists of a subordinated promissory note in the amount of $2,229,766.80, while Messrs. Vizi, Miller and Ballou paid cash in an aggregate amount of $1,320,000. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

As previously disclosed, Mr. Vizi is an executive officer of the Issuer. As such, Mr. Vizi participates in meetings and decision-making of management of the Issuer and the Board of Directors. By virtue of his position with the Issuer and his stock ownership, Mr. Vizi may be deemed to control the Issuer. Mr. Vizi may, from time to time, develop plans respecting, or propose changes in, the management and personnel of the Issuer, composition of the Board of Directors, policies, operations, capital structure or business of the Issuer. In addition to the foregoing, Mr. Vizi intends to review his holdings in the Issuer on a continuing basis. Depending upon, among other things, current and anticipated future trading prices for the Issuer’s securities, the results of operations and prospects of the Issuer and its businesses, general economic, market and industry conditions, and Mr. Vizi’s overall investment portfolio, strategic objectives and financial condition, Mr. Vizi may from time to time consider a number of possible strategies, including, among other things: (a) continued ownership of the Issuer’s equity currently beneficially owned by Mr. Vizi; and (b) acquiring additional interests in or disposing of some or all of his interests in the Issuer in the open market, in privately negotiated transactions or otherwise. Except as set forth in this Item 4, Mr. Vizi has no present plans or proposals that relate to or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Shares reported owned by each person named herein is based upon 11,299,383 Common Shares outstanding as of June 2, 2020, which is the total number of Common Shares outstanding as disclosed to the Reporting Persons by the Issuer following the consummation of the Stock Purchase Agreement.

As of the close of business on June 2, 2020, none of the members of the Selling Group and no person listed on Schedule A hereto beneficially own any Common Shares.

As of the close of business on June 2, 2020, Mr. Vizi may be deemed to directly beneficially own 1,012,526 Common Shares, excluding 150,000 Common Shares underlying restricted stock units granted on January 16, 2020, which will vest in three equal installments on the first three anniversaries of the date of grant, constituting approximately 8.96% of the Common Shares outstanding.

(b)       Mr. Vizi has sole voting and dispositive power over the Common Shares he owns directly.

(c)       The transactions in the Common Shares by the Reporting Persons during the past 60 days are set forth on Schedule B and are incorporate herein by reference.

Item 6 is hereby amended to add the following:

The description of the Stock Purchase Agreement as set forth in Item 4 above is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 2, 2020

Schedule B

Transactions in the securities of the Issuer during the past 60 days

IRS PARTNERS NO. 19, L.P.

THE LEONETTI/O’CONNEL FAMILY FOUNDATION

BRADLEY S. VIZI