Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LAWNDALE CAPITAL MANAGEMENT LLC
  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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
591 REDWOOD HIGHWAY, SUITE 2345
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2016
(Street)

MILL VALLEY, CA 94941
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 04/15/2016   L   960 A $ 9.0451 408,193 I See Note 1 (1)
Common Stock 05/06/2016   P   21,554 A $ 9.1492 429,747 I See Note 1 (1)
Common Stock 05/09/2016   P   25,300 A $ 9.0352 455,047 I See Note 1 (1)
Common Stock 05/10/2016   P   9,153 A $ 9.0908 464,200 I See Note 1 (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAWNDALE CAPITAL MANAGEMENT LLC
591 REDWOOD HIGHWAY, SUITE 2345
MILL VALLEY, CA 94941
    X    

Signatures

 Andrew E. Shapiro, Manager of Lawndale Capital Management, LLC   05/10/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Lawndale Capital Management, LLC ("Lawndale") is the investment adviser and general partner of investment limited partnerships. Andrew E. Shapiro is Lawndale's manager and controlling owner. These securities are held directly by those partnerships for the benefit of their investors. The securities may be deemed to be indirectly beneficially owned by Lawndale as the investment adviser and general partner of the partnerships and by Mr. Shapiro as the control person of Lawndale. Each of Lawndale and Mr. Shapiro disclaims beneficial ownership of such securities except to the extent of that person's pecuniary interest therein. Mr. Shapiro is executing this Form 4 individually and as Manager of Lawndale Capital Management, LLC.

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