Howard Brod Brownstein - Dec 20, 2023 Form 4 Insider Report for P&F INDUSTRIES INC (PFIN)

Role: Director
Signature: /s/ Howard Brod Brownstein
Stock symbol: PFIN
Transactions as of: Dec 20, 2023
Transactions value $: -$284,674
Form type: 4
Date filed: 12/20/2023, 06:11 PM
Previous filing: May 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PFIN	Class A Common Stock	Disposed to Issuer	-$285K	-21.9K	-100%	$13.00	0	Dec 20, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Howard Brod Brownstein 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 (the "Board") and resigned from the Board upon the effective time of the Merger.

Content

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.