FEIM Frequency Electronics Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * MCCLELLAND THOMAS	2. Issuer Name and Ticker or Trading Symbol FREQUENCY ELECTRONICS INC [ FEIM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) VP of Advanced Development
(Last)          (First)          (Middle) C/O FREQUENCY ELECTRONICS INC, 55 CHARLES LINDBERGH BLVD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2021
(Street) MITCHEL FIELD, NY 11553 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/14/2021		M		10000	A	$7.25	20342	D
Common Stock	12/14/2021		F		7672	D	$9.45	12670	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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 Appreciation Rights (1)	$7.25	12/14/2021		M			10000	12/19/2012	12/19/2021	Common Stock	10000 (1)	$0	36000 (2)	D

Explanation of Responses:
(1)	The Reporting Person exercised a Stock Appreciation Right based on 10,000 shares of Frequency Electronics common stock, receiving 2,328 shares, which is equivalent to the appreciated value of the common stock since the grant date.
(2)	Total also reflects the expiration of 10,000 Stock Appreciation Rights previously granted to the Reporting Person that have expired without being exercised.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCCLELLAND THOMAS C/O FREQUENCY ELECTRONICS INC 55 CHARLES LINDBERGH BLVD MITCHEL FIELD, NY 11553			VP of Advanced Development

Signatures
/s/ Steven Bernstein by power of attorney		12/16/2021
**Signature of Reporting Person		Date