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Form SC 13G R F INDUSTRIES LTD Filed by: PARK CIRCLE Co

December 18, 2015 11:07 AM EST

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_____________

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

RF Industries, Ltd.
(Name of Issuer)

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

749552105

(CUSIP Number)

 

December 8, 2015

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

 

 

  

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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. 16444H102  

  


1.

names of Reporting Persons

 

Park Circle Company

 

2.

check the appropriate box if a member of a group
(a) ¨ 

(b) ý

 

3.

sec use only

 

4.

citizenship or place of organization

Maryland



NUMBER OF
5.

sole voting power

216,124

SHARES
BENEFICIALLY
OWNED BY
6.

shared voting power

 

EACH
REPORTING
PERSON
7.

sole dispositive power

216,124

WITH

 

 

8.

shared dispositive power

 

9.

aggregate amount beneficially owned by each reporting person

216,124

10.

check if the aggregate amount in row (9) excludes certain shares ¨

 

11.

percent of class represented by amount in row (9)

2.521% (1)

12.

type of Reporting Person

CO

       

 

(1) Based on 8,571,831 shares of the Issuer’s Common Stock outstanding as of September 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2015, filed on September 11, 2015.

 

 (Page 2 of 8 Pages) 

 

 

CUSIP NO. 749552105  

 


1.

names of Reporting Persons

 

Jeffrey A. Legum

 

2.

check the appropriate box if a member of a group

(a) ¨ 

(b) ý

 

3.

sec use only

 

4.

citizenship or place of organization

United States



NUMBER OF
5.

sole voting power

215,679

SHARES
BENEFICIALLY
OWNED BY
6.

shared voting power

 

EACH
REPORTING
PERSON
7.

sole dispositive power

215,679

WITH

 

 

8.

shared dispositive power

 

9.

aggregate amount beneficially owned by each reporting person

215,679

10.

check if the aggregate amount in row (9) excludes certain shares ¨

 

11.

percent of class represented by amount in row (9)

2.516% (1)

12.

type of Reporting Person

IN

       

 

(1) Based on 8,571,831 shares of the Issuer’s Common Stock outstanding as of September 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2015, filed on September 11, 2015.

 

 (Page 3 of 8 Pages) 

 

 

Item 1.

 

(a)Name of Issuer:

 

RF Industries, Ltd.

 

(b)Address of Issuer's Principal Executive Offices:

 

7610 Miramar Road, Building 6000, San Diego, California 92126

 

Item 2.

 

(a)Name of Person Filing:

 

This statement is being filed jointly by: (1) Park Circle Company, a Maryland corporation; and (2) Jeffrey A. Legum. Park Circle Company and Mr. Legum are collectively identified hereinafter as the “Reporting Persons.”

 

(b)Address of Principal Business Office or, if None, Residence:

 

The address of the Reporting Persons is: 1829 Reisterstown Road, Suite 140, Baltimore, Maryland 21208.

 

(c)Citizenship:

 

Park Circle Company is incorporated in the state of Maryland and Mr. Legum is a U.S. citizen.

 

(d)Title of Class of Securities:

 

Common Stock, par value $0.01 per share.

 

(e)CUSIP Number:

 

749552105

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 (Page 4 of 8 Pages) 

 

 

(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

If filing as a non-US institution in accordance with Rule 13d-1(b)(l)(ii)(J), please specify the type of institution: _______________________;

 

(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

Not applicable.

 

Item 4.Ownership.

 

(a)Amount beneficially owned:

 

431,803 shares

 

(b)Percent of class:

 

5.037% (1)

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

Park Circle Company:216,124 (2)

 

Jeffrey A. Legum215,679

   

(ii)Shared power to vote or to direct the vote:

 

n/a

 

(iii)Sole power to dispose or to direct the disposition of:

 

Park Circle Company:216,124 (2)

 

Jeffrey A. Legum215,679

 

(iv)Shared power to dispose or to direct the disposition of:

 

n/a

 

(1)Based on 8,571,831 shares of the Issuer’s Common Stock outstanding as of September 8, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2015, filed on September 11, 2015.

 

(2)Mr. Legum has investment and voting control of Park Circle Company and has voting and dispositive power over the shares of the Issuer held by such company. The Reporting Persons disclaim the existence of a “group” for purposes of Regulation 13D.

 

 (Page 5 of 8 Pages) 

 

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

   

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

   

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

   

Item 8.Identification and Classification of Members of the Group.

 

See Exhibit 99.1. The filing persons disclaim that they are a “group.”

   

Item 9.Notice of Dissolution of Group.

 

Not applicable.

   

Item 10.Certifications.

 

Not applicable.

 

 (Page 6 of 8 Pages) 

 

 

Signature

 

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: December 18, 2015

 

  PARK CIRCLE COMPANY
     
     
  By: /s/ Jeffrey A. Legum
    JEFFREY A. LEGUM, President
     
     
     
  /s/ Jeffrey A. Legum
  JEFFREY A. LEGUM

 

 (Page 7 of 8 Pages) 

 

 

EXHIBITS

 

99.1Joint Filing Agreement.

 

 (Page 8 of 8 Pages) 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Date: December 18, 2015

 

  PARK CIRCLE COMPANY
     
     
  By: /s/ Jeffrey A. Legum
    JEFFREY A. LEGUM, President
     
     
     
  /s/ Jeffrey A. Legum
  JEFFREY A. LEGUM

 

 



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