UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 12)
Under the Securities Exchange Act of 1934
P&F INDUSTRIES, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
692830508
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(CUSIP number)
TIMOTHY J. STABOSZ, 1501 MICHIGAN AVE., LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
OCTOBER 14, 2014
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
The information required on 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
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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Number of (7) Sole Voting Power 0
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 0
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 0
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 0%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated to read as follows:
As of the close of business on October 14, 2014, the respondent had exited
his entire position in P&F Industries, Inc.'s common stock. The respondent
sold the position exclusively to meet short term liquidity needs. The final
negotiated block sale back to the Company on October 14, 2014 terminates the
respondent's reporting obligations under the Act. Pursuant to the purchase
agreement with the Company, the respondent is subject to a 3 year standstill,
and nondisparagement clause. While the respondent specifically asked the
Company to purchase his shares without any standstill (hoping to potentially
reenter the undervalued shares at a later date), the board required the
standstill agreement as a condition of purchase, and the respondent acceded to
the request, owing to the rather urgent nature of his cash raising efforts.
Transactions effected by the respondent in the prior 60 days were
performed in the open market (except for the final sale of 208,325 shares,
which was made directly to the Company, "off market," through P&F's transfer
agent), and are indicated as follows:
08/15/14 sold 300 shares at $7.89
08/19/14 sold 421 shares at $7.89
08/25/14 bought 2 shares at $7.78
08/27/14 bought 125 shares at $7.78
08/29/14 bought 100 shares at $7.78
09/08/14 sold 311 shares at $7.89
09/09/14 sold 768 shares at $7.89
09/10/14 sold 700 shares at $7.89
09/22/14 bought 197 shares at $7.82
10/08/14 sold 1235 shares at $7.82
10/10/14 sold 400 shares at $7.75
10/13/14 sold 2500 shares at $7.89
10/14/14 sold 208,325 shares at $7.60
ITEM 7. Material to be Filed as Exhibits
Exhibit #1: Agreement between the respondent and the P&F Industries Board of
Directors to purchase 208,325 shares of stock for $7.60 per share is
incorporated by reference to P&F's October 20, 2014 8-K filing.
SIGNATURES
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.
Date 10/28/14
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor