Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
O'CONNELL MICHAEL
  2. Issuer Name and Ticker or Trading Symbol
RCM TECHNOLOGIES INC [RCMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
515 S. FIGUEROA STREET, SUITE 1050
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2013
(Street)

LOS ANGELES, CA 90071
4. If Amendment, Date Original Filed(Month/Day/Year)
02/04/2013
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.05 par value (1) (2) 01/31/2013   P   62,500 A $ 5.4959 (3) 1,240,832 I See Footnotes (4) (6)
Common Stock, $0.05 par value               266,074 I See footnotes (5) (6)
Common Stock, $0.05 par value               22,000 D (6)  
Common Stock, $0.05 par value               1,000 D (6)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
O'CONNELL MICHAEL
515 S. FIGUEROA STREET
SUITE 1050
LOS ANGELES, CA 90071
    X    
IRS Partners No. 19, L.P.
515 S. FIGUEROA STREET, SUITE 1050
LOS ANGELES, CA 90071
    X    
Leonetti/O'Connell Family Foundation
515 S. FIGUEROA STREET
SUITE 1050
LOS ANGELES, CA 90071
    X    
M2O, Inc.
515 S. FIGUEROA STREET
SUITE 1050
LOS ANGELES, CA 90071
    X    
Michael F. O'Connell & Margo L. O'Connell Revocable Trust
515 S. FIGUEROA STREET
SUITE 1050
LOS ANGELES, CA 90071
    X    
Kiper Christopher S
1247 STONER AVENUE
#207
LOS ANGELES, CA 90025
    X    
Vizi Bradley
1247 STONER AVENUE
#207
LOS ANGELES, CA 90025
    X    
Legion Partners Asset Management, LLC
1247 STONER AVENUE
#207
LOS ANGELES, CA 90025
    X    

Signatures

 IRS PARTNERS NO. 19, L.P.; By: M2O, Inc., its General Partner; By: /s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer   12/31/2013
**Signature of Reporting Person Date

 The Leonetti/O'Connell Family Foundation; By: /s/ Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Secretary, Chief Financial Officer and Director   12/31/2013
**Signature of Reporting Person Date

 M2O, INC.; By: /s/ Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Chief Executive Officer   12/31/2013
**Signature of Reporting Person Date

 The Michael F. O'Connell and Margo L. O'Connell Revocable Trust; By: /s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell, Trustee   12/31/2013
**Signature of Reporting Person Date

 /s/Bradley Vizi as Attorney-in-Fact for Michael O'Connell   12/31/2013
**Signature of Reporting Person Date

 Legion Partners Asset Management, LLC; By /s/ Bradley Vizi, Partner   12/31/2013
**Signature of Reporting Person Date

 /s/ Christopher Kiper   12/31/2013
**Signature of Reporting Person Date

 /s/ Bradley Vizi   12/31/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4/A has been filed solely to include Legion Partners Asset Management, LLC as a Reporting Person (as defined below) as it was inadvertently excluded from the original Form 4 filed on February 4, 2013.
(2) This Form 4 is being filed jointly by the reporting persons identified herein (each a "Reporting Person" and collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(3) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.47 to $5.50. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote 3 to this Form 4.
(4) IRS Partnership No. 19, L.P., a Delaware limited partnership ("IRS 19"), directly owns these shares of common stock ("Common Stock") of RCM Technologies, Inc. (the "Issuer"). M2O, Inc., a Delaware corporation ("M2O"), is the general partner of IRS 19. The Michael F. O'Connell and Margo L. O'Connell Revocable Trust (the "Trust") is the sole voting shareholder of M2O and Michael O'Connell, an individual, controls all investment decisions with respect to the Trust. IRS 19, M2O, the Trust and Mr. O'Connell may therefore be deemed to have shared voting and dispositive power over the Common Stock owned by IRS 19.
(5) The Leonetti/O'Connell Family Foundation, a Delaware non-profit corporation (the "Foundation"), directly owns these shares. The investment decisions of the Foundation are controlled by Mr. O'Connell (Mr. O'Connell, collectively with IRS 19, the Foundation, M2O and the Trust, the "O'Connell Entities") and by virtue of such relationship, the Foundation and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Stock owned by the Foundation. IRS 19, M2O and the Trust disclaim beneficial ownership of the Common Stock of the Issuer owned by the Foundation except to the extent of their pecuniary interest therein. The Foundation disclaims beneficial ownership of the shares of Common Stock of the Issuer owned by IRS 19 except to the extent of its pecuniary interest therein.
(6) IRS 19 and the Foundation have each entered into an investment advisory agreement with Legion Partners Asset Management, LLC , a California limited liability company ("Legion Partners"), pursuant to which Christopher Kiper ("Mr. Kiper") and Bradley Vizi ("Mr. Vizi") on behalf of Legion Partners, exclusively manage IRS 19's and the Foundation's investment in the Issuer and have certain discretion with respect to purchase and sales of Common Stock of the Issuer. As a result, Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the shares held by IRS 19 and the Foundation. Legion Partners, Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of shares of Common Stock of the Issuer owned by each other except to the extent of his or its pecuniary interest therein. Mr. Kiper directly owns 22,000 shares of Common Stock of the Issuer and Mr. Vizi directly owns 1,000 shares of Common Stock of the Issuer.

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