SEC Form SC 13G/A filed by P & F Industries Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(Amendment No. 5)*
P&F INDUSTRIES, INC.
(Name of Issuer)
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
692830508
(CUSIP Number)
March 21, 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).
| CUSIP No. 692830508 | 13G | Page 2 of 5 Pages |
Introductory Note: This Amendment No.5 to the Schedule 13G is being filed to report the death of the Reporting Person. Prior to the Reporting Person’s death, the Reporting Person was the sole beneficiary and a Trustee of the family trust holding the shares of the Issuer previously reported. On March 21, 2023, the shares of the Issuer held in the family trust were distributed fifty (50%) percent to each of the Reporting Person’s two children.
| 1. | NAME OF REPORTING PERSONS | |
| Grace Horowitz | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| U.S.A | ||
| NUMBER OF | 5. | SOLE VOTING POWER | 0 |
| SHARES | |||
| BENEFICIALLY | 6. | SHARED VOTING POWER | 0 |
| OWNED BY | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | 0 |
| REPORTING | |||
| PERSON WITH | 8. | SHARED DISPOSITIVE POWER | 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | |
| (SEE INSTRUCTIONS) | ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 0% | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN | ||
2
| Item 1(a). | Name of Issuer: |
P&F Industries, Inc.
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
445 Broadhollow Road, Suite 100, Melville, New York 11747
| Item 2(a). | Name of Person Filing: |
Grace Horowitz
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
c/o Moomjian, Waite & Coleman, LLP, 350 Jericho Turnpike, Suite 104, Jericho, New York 11753
| Item 2(c). | Citizenship: |
U.S.A.
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $1.00 per share
| Item 2(e). | CUSIP Number |
692830508
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act. |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act. |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act. |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
3
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)J. |
| (k) | ¨ | Group, in accordance with Rule 13d-1 (b) (1) (ii) (K). |
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issue identified in Item 1.
| (a) Amount Beneficially Owned: | 0 |
| (b) Percent of Class: | 0% |
| (c) Number of shares as to which such person has: | |
| (i) sole power to vote or to direct the vote: | 0 |
| (ii) shared power to vote or to direct vote: | 0 |
| (iii) sole power to dispose or to direct the disposition of: | 0 |
| (iv) shared power to dispose or to direct the disposition of: | 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
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 5 percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
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.
4
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.
| March 21, 2023 | |
| (Date) | |
| /s/Richard Horowitz | |
| (Signature) | |
| Richard Horowitz, Trustee of Grace Horowitz Revocable Trust DTD 05/05/1997 | |
| (Name and Title) |
5