RF Industries Ltd.

01/14/2025 | Press release | Distributed by Public on 01/14/2025 18:22

Statement of Changes in Beneficial Ownership (Form 4)

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
Yin Peter
2. Issuer Name and Ticker or Trading Symbol
R F INDUSTRIES LTD [RFIL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
16868 VIA DEL CAMPO COURT, SUITE 200 		3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025
(Street)
SAN DIEGO, CA 92127 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 01/10/2025 F 1,429(1) D $3.8325 103,515 D
Common Stock 01/13/2025 A 15,625(2) A $ 0 119,140 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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
Stock Option (Right to Buy) $4 01/13/2025 A 31,250 (3) 01/13/2035 Common Stock 31,250 $ 0 31,250 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yin Peter
16868 VIA DEL CAMPO COURT
SUITE 200
SAN DIEGO, CA 92127 		Chief Financial Officer

Signatures

/s/ Peter Yin 01/14/2025
**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) The number shares in Column 4 represents tax withholding in connection with restricted stock vesting on January 10, 2025, January 11, 2025 and January 12, 2025.
(2) On January 13, 2025, the Board of Directors of the Issuer granted the Reporting Person restricted stock units ("RSUs" ) of Issuer. Provided the Reporting Person is still employed with the Issuer or its subsidiaries on the following dates, the RSUs shall vest over four years as follows: (i) one-quarter of the RSUs shall vest on January 13, 2026; and (ii) the remaining RSUs shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 13, 2026
(3) On January 13, 2025, the Board of Directors of the Issuer granted the Reporting Person options to purchase the common stock of Issuer. Provided the Reporting Person is still employed with the Issuer or its subsidiaries on the following dates, the options shall vest over four years as follows: (i) one-quarter of the options shall vest on January 13, 2026; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 13, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.