UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
Under the Securities Exchange Act of 1934
P&F INDUSTRIES, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
692830508
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
FEBRUARY 24, 2010
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
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. 692830508
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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Number of (7) Sole Voting Power 221,814
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 221,814
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 221,814
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 6.1%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. Security and Issuer
Common stock of P&F Industries, Inc., 445 Broadhollow Road, Suite 100,
Melville, NY 11747.
ITEM 2. Identity and Background
Timothy Stabosz, of 1307 Monroe Street, LaPorte, IN 46350, a natural
person and United States citizen, is engaged as a private investor. He has not
been convicted in a criminal proceeding (excluding traffic violations or other
similar misdemeanors) in the last 5 years, and has not been a party to any
proceedings, or subject to any judgements or enjoinments, related to violations
of state or federal securities laws in his lifetime.
ITEM 3. Source and Amount of Funds or Other Consideration
Personal funds in the aggregate amount of $423,641.94 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
The respondent sent a letter (Exhibit #1) to P&F's Board of Directors on
February 24, 2010, in order to secure his right to formally place his name in
nomination for election as a director at the upcoming annual meeting. The
nomination letter serves the dual purpose of providing the board of directors
with all necessary information about the respondent, should the board decide
to select him as one of its nominees for election as a director, while
simultaneously allowing the respondent to independently pursue his
candidacy, should the board decide not to include the respondent on its slate.
All of the respondent's previous 13D filings on P&F Industries are hereby
incorporated by reference.
ITEM 5. Interest in Securities of the Issuer
As of the close of business on February 24, 2010, respondent has sole
voting and dispositive power over 221,814 shares of P&F Industries, Inc.'s
common stock. According to the company's latest Form 10-Q filing, as of
November 13, 2009, there were 3,614,562 common shares outstanding. Respondent
is therefore deemed to own 6.1% of the company's common stock. Transactions
effected by the respondent since January 28, 2010, were performed in ordinary
brokerage transactions, and are indicated as follows:
02/11/10 bought 950 shares @ $2.75
02/12/10 bought 300 shares @ $2.61
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not Applicable
ITEM 7. Material to be Filed as Exhibits
Nominating letter dated February 24, 2010 filed as Exhibit #1.
SIGNATURES
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 02/25/10
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor