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    Molino Joseph A Jr returned $1,325,623 worth of shares to the company (101,971 units at $13.00), closing all direct ownership in the company (SEC Form 4)

    12/20/23 6:07:34 PM ET
    $PFIN
    Industrial Machinery/Components
    Industrials
    Get the next $PFIN alert in real time by email
    SEC FORM 4 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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    MOLINO JOSEPH A JR

    (Last) (First) (Middle)
    C/O P&F INDUSTRIES INC
    445 BROADHOLLOW ROAD, SUITE 100

    (Street)
    MELVILLE NY 11747

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    P&F INDUSTRIES INC [ PFIN ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    X Officer (give title below) Other (specify below)
    Vice President
    3. Date of Earliest Transaction (Month/Day/Year)
    12/20/2023
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    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
    Class A Common Stock 12/20/2023 D(1) 86,971 D $13 15,000 D(2)
    Class A Common Stock 12/20/2023 D(3) 15,000 D $13 0 D
    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
    Stock Option (right to buy) $7.09 12/20/2023 D 25,000 (4) 09/04/2027 Class A Common Stock 25,000 $5.91 0 D
    Explanation of Responses:
    1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Tools AcquisitionCo, LLC, ("Parent") and Tools MergerSub, Inc., a wholly owned subsidiary of Parent ("Acquisition Sub"), dated October 13, 2023, each issued and outstanding share (a "Share") of Class A Common Stock of the Issuer was converted into the right to receive $13.00 per Share in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld). On December 20, 2023, the transactions contemplated by the Merger Agreement were consummated, including the merger of Acquisition Sub with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation following the Merger as a wholly owned subsidiary of Parent.
    2. Prior to the Merger, the Reporting Person served as an officer of the Issuer, and resigned from such position upon the effective time of the Merger.
    3. Represents unvested shares of restricted stock of the Issuer. Pursuant to the Merger Agreement, each outstanding unvested share of restricted stock was accelerated and canceled and entitled the holder to receive in exchange therefor, an amount in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld) equal to $13.00.
    4. This option, which became fully exercisable on September 5, 2020, was cancelled in the Merger in exchange for an aggregate cash payment representing for each share underlying the option, the difference between the per share merger price and the exercise price per share.
    /s/ Joseph A. Molino, Jr. 12/20/2023
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * 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).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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