Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Quinlan Mark R.

(Last)

(First)

(Middle)

520 MADISON AVENUE, 33RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [ CMTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	01/22/2024		D			20,000	⁽²⁾	⁽³⁾	Common Stock	965,550⁽⁴⁾	⁽⁵⁾	0	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁷⁾	01/22/2024		A		23,144.24		⁽⁸⁾	⁽⁹⁾	Common Stock	2,896,651	⁽⁵⁾	23,144.24	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁷⁾	01/22/2024		A		6,000		⁽⁸⁾	⁽⁹⁾	Common Stock	750,939	⁽¹⁰⁾	29,144.24	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁷⁾	01/22/2024		A		160.54		⁽⁸⁾	⁽⁹⁾	Common Stock	20,092	⁽¹¹⁾	29,304.78	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Conversion price of $23.97.

2. Holders of Series A-1 Convertible Preferred Stock had the right to convert their shares of Series A-1 Convertible Preferred Stock at any time. Subject to the terms and conditions set forth in the Certificate of Designations of the Series A-1 Convertible Preferred Stock, the Issuer had the right to designate any business day after October 19, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Series A-1 Convertible Preferred Stock.

3. The Series A-1 Convertible Preferred Stock had no expiration date.

4. Includes accumulated dividends through January 21, 2024.

5. The shares of Series A-1 Convertible Preferred Stock were exchanged for a number of shares of Series B Convertible Preferred Stock equal to the product obtained by multiplying (x) the number of Series A-1 Convertible Preferred Stock being exchanged, by (y) 1.1572122.

6. The securities reported herein are held by funds managed by White Hat Capital Partners LP, a Delaware limited partnership (the "WH Investment Manager"). Mr. Mark R. Quinlan (the "Reporting Person") serves as the co-managing member of the general partner of the WH Investment Manager. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

7. Conversion price of $7.99, subject to adjustments as set forth in the Certificate of Designations of the Series B Convertible Preferred Stock (the "Series B CoD").

8. Holders of Series B Convertible Preferred Stock have the right to convert their shares of Series B Convertible Preferred Stock at any time. Subject to the terms and conditions set forth in the Series B CoD, the Issuer has the right to designate any business day after July 22, 2027 as a conversion date for all or any portion that is a whole number of the outstanding shares of Series B Convertible Preferred Stock.

9. The Series B Convertible Preferred Stock has no expiration date.

10. An aggregate purchase price of $6,000,000, or $1,000 per share of Series B Convertible Preferred Stock.

11. Issued as Additional Shares as defined and as described in that certain Subscription and Exchange Agreement dated as of January 22, 2024 by and among the Issuer and the investors listed on the signature pages attached thereto, attached as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2024.

	/s/ Mark R. Quinlan	01/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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