SEC Form SC 13G filed by P & F Industries Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)

P&F Industries, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

692830508

(CUSIP Number)

November 3, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]       Rule 13d-1(b)

[X]       Rule 13d-1(c)

[ ]       Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

3. SEC Use Only

This Schedule 13G amends, supplements and restates the statement on Schedule 13D filed by Lawndale Capital Management, LLC, Andrew E. Shapiro and Diamond A Partners, L.P. (together, the Reporting Persons”) on February 3, 2010, as amended by the amendments filed with the Securities and Exchange Commission on May 26, 2010, on September 20, 2010, on May 25, 2011, on January 18, 2013, on May 2, 2013, on April 13, 2016, on May 18, 2016, on January 21, 2020, on October 6, 2020, on January 22, 2021, on February 11, 2021, on April 9, 2021, and on January 19, 2023 (collectively, the “Schedule 13D”). The Schedule 13D superseded a Schedule 13G previously filed by the Reporting Persons relating to the Issuer’s Common Stock. The Reporting Persons intend to approve the merger proposal announced by the Issuer in the Form 8-K filed on October 13, 2023, and, in connection with such decision, have determined that they no longer hold any shares of the Issuer’s Common Stock with the purpose, or with the effect of, changing or influencing the control of the Issuer. The Reporting Persons have reduced their beneficial ownership by greater than 1% of the Issuer’s outstanding Common Stock since the last Schedule 13D/A filed by the Reporting persons on January 19, 2023. In accordance with Rule 13d-1(h), the Reporting Persons have determined to report their beneficial ownership of the Stock on Schedule 13G.

________________________________________________________________________

DAP is filing this statement jointly with the other Reporting Persons, but not as a member of a group and it expressly disclaims membership in a group. In addition, filing this Schedule 13G on behalf of DAP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13G.

Each Reporting Person also disclaims beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein.

See Items 5-9 and 11 of the cover page for each Reporting Person.

The percentages reported in this Schedule 13G are based on 3,194,699 shares of Common Stock outstanding as of August 8, 2023, as reported on the Form 10-Q filed by the Issuer on August 11, 2023.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not applicable.

Not applicable.

Lawndale is the general partner and investment adviser of DAP. Mr. Shapiro is the sole manager of Lawndale.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2023

EXHIBIT A

AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of P&F Industries, Inc. For that purpose, the undersigned hereby constitute and appoint Lawndale Capital Management, LLC as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: February 2, 2010