0001104659-23-127805.txt : 20231220 0001104659-23-127805.hdr.sgml : 20231220 20231220181101 ACCESSION NUMBER: 0001104659-23-127805 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231220 FILED AS OF DATE: 20231220 DATE AS OF CHANGE: 20231220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brownstein Howard Brod CENTRAL INDEX KEY: 0001497791 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05332 FILM NUMBER: 231502421 MAIL ADDRESS: STREET 1: 441 EAST HECTOR STREET STREET 2: SUITE 205 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: P&F INDUSTRIES INC CENTRAL INDEX KEY: 0000075340 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] ORGANIZATION NAME: 06 Technology IRS NUMBER: 221657413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 445 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: (631)694-9800 MAIL ADDRESS: STREET 1: 445 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: PLASTICS & FIBERS INC DATE OF NAME CHANGE: 19671225 4 1 tm2332989-5_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-20 1 0000075340 P&F INDUSTRIES INC PFIN 0001497791 Brownstein Howard Brod C/O P&F INDUSTRIES, INC. 445 BROADHOLLOW RD., SUITE 100 MELVILLE NY 11747 1 0 0 0 0 Class A Common Stock 2023-12-20 4 D 0 21898 13.00 D 0 D 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. Prior to the Merger, the Reporting Person served on the Board of Directors of the Issuer (the "Board") and resigned from the Board upon the effective time of the Merger. /s/ Howard Brod Brownstein 2023-12-20