Richard A. Horowitz - Dec 20, 2023 Form 4 Insider Report for P&F INDUSTRIES INC (PFIN)

Role
Principal Executive Officer, Director, 10%+ Owner
Signature
/s/ Richard A. Horowitz
Stock symbol
PFIN
Transactions as of
Dec 20, 2023
Transactions value $
-$18,962,833
Form type
4
Date filed
12/20/2023, 06:06 PM
Previous filing
Mar 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PFIN Class A Common Stock Disposed to Issuer -$18.8M -1.45M -100% $13.00 0 Dec 20, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PFIN Stock Option (right to buy) Disposed to Issuer -$177K -30K -100% $5.91 0 Dec 20, 2023 Class A Common Stock 30K $7.09 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard A. Horowitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Prior to the Merger, the Reporting Person served on the Board of Directors of the Issuer and was an officer of the Issuer, which positions he no longer holds as a result of the Merger.
F3 This option, which became fully exercisable on September 5, 2020, was cancelled in the Merger in exchange for an aggregate cash payment representing for each share underlying the option, the difference between the per share merger price and the exercise price per share.