0000902664-22-000080.txt : 20220105 0000902664-22-000080.hdr.sgml : 20220105 20220105173247 ACCESSION NUMBER: 0000902664-22-000080 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220103 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Quinlan Mark R. CENTRAL INDEX KEY: 0001889157 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-07928 FILM NUMBER: 22512496 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMTECH TELECOMMUNICATIONS CORP /DE/ CENTRAL INDEX KEY: 0000023197 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112139466 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 68 SOUTH SERVICE ROAD STREET 2: SUITE 230 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6319627000 MAIL ADDRESS: STREET 1: 68 SOUTH SERVICE ROAD STREET 2: SUITE 230 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH INC DATE OF NAME CHANGE: 19870503 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH TELECOMMUNICATIONS CORP DATE OF NAME CHANGE: 19831215 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH LABORATORIES INC DATE OF NAME CHANGE: 19780425 3 1 ownership.xml X0206 3 2022-01-03 0 0000023197 COMTECH TELECOMMUNICATIONS CORP /DE/ CMTL 0001889157 Quinlan Mark R. 150 EAST 52ND STREET, 21ST FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 247639 I See footnote Series A Convertible Preferred Stock ("Preferred Stock") Common Stock 20000 I See footnote Option (right to buy) 1000 Preferred Stock 5000 I See footnote The securities reported herein are held by a fund 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. Holders of Preferred Stock have the right to convert their shares of Preferred Stock at or following the earlier to occur of (x) the later of (A) October 19, 2022 and (B) the date of the filing of the Issuer's Annual Report on Form 10-K for the fiscal year ended July 31, 2022 (or if the Company is not then subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the date the Issuer reports the Fiscal 2022 Adjusted EBITDA (as defined in the Certificate of Designations of the Preferred Stock (the "CoD")) to holders of Preferred Stock (the "Filing Date") and (y) immediately prior to (and conditioned upon) the consummation of a Change of Control (as defined in the CoD). Subject to the terms and conditions set forth in the CoD, the Issuer has 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 Preferred Stock. The Preferred Stock has no expiration date. Conversion price of $24.50, subject to adjustments as set forth in the CoD, including an automatic one-time reset to $26.00 on the Filing Date in the event the Fiscal 2022 Adjusted EBITDA is equal to or greater than $76,000,000. The Option to purchase Preferred Stock can be exercised at any time on or prior to March 31, 2023. /s/ Mark R. Quinlan 2022-01-05