0001062993-19-004775.txt : 20191217 0001062993-19-004775.hdr.sgml : 20191217 20191217165142 ACCESSION NUMBER: 0001062993-19-004775 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191217 DATE AS OF CHANGE: 20191217 GROUP MEMBERS: EDENBROOK LONG ONLY VALUE FUND, LP GROUP MEMBERS: JONATHAN BROLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREQUENCY ELECTRONICS INC CENTRAL INDEX KEY: 0000039020 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 111986657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33022 FILM NUMBER: 191290341 BUSINESS ADDRESS: STREET 1: 55 CHARLES LINDBERGH BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 BUSINESS PHONE: 5167944500 MAIL ADDRESS: STREET 1: 55 CHARLES LINDBERGH BOULEVARD CITY: MITCHELL FIELD STATE: NY ZIP: 11553 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Edenbrook Capital, LLC CENTRAL INDEX KEY: 0001666682 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-239-3117 MAIL ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Edenbrook Capital: Form SC 13D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 9)

Frequency Electronics, Inc.

(Name of Issuer)

Common Stock, par value $1.00

(Title of Class of Securities)

358010106

(CUSIP Number)

Jonathan Brolin
116 Radio Circle, Suite 202
Mount Kisco
New York 10549

(914) 239-3117

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

December 17, 2019

(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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [  ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.

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).

Page 2

SCHEDULE 13D/A

CUSIP No.

358010106

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Edenbrook Capital, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [  ]

(b)  [  ]

3

SEC USE ONLY
 

4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

                                                                  [  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,583,949

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,583,949

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,583,949

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.41%

14

TYPE OF REPORTING PERSON (See Instructions)

IA, OO

Page 3

SCHEDULE 13D/A

CUSIP No.

358010106

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Edenbrook Long Only Value Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [  ]

(b)  [  ]

3

SEC USE ONLY
 

4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

                                                                  [  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,312,445

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,312,445

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,312,445

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.42%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

Page 4

SCHEDULE 13D/A

CUSIP No.

358010106

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jonathan Brolin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [  ]

(b)  [  ]

3

SEC USE ONLY
 

4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

                                                                  [  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,583,949

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,583,949

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,583,949

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.41%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

Page 5

This Amendment No. 9 (“Amendment No. 9) amends and supplements the statements on Schedule 13D/A filed with the Securities and Exchange Commision (the “SEC”) on April 9, 2018 (the “Last Schedule 13D/A”) with respect to the Common Stock, par value $1.00 (the “Common Stock”) of Frequency Electronics, Inc. (the “Issuer”).  Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings set forth in the Last Schedule 13D/A.  This Amendment No. 9 amends Items 3and 5 as set forth below.

Item 3. Source and Amount of Funds or Other Considerations

The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $15,046,455. The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.  

Item 5. Interest in Securities of the Issuer

(a)-(c)

As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 1,583,949 shares of Common Stock, constituting 17.41% of the shares of Common Stock, based upon 9,099,598 shares of Common Stock outstanding as of December 11, 2019, as set forth in the Form 10-Q filed by the Issuer on December 16, 2019 and (ii) the Fund may be deemed to be the beneficial owner of 1,312,445 shares of Common Stock, constituting 14.42% of the shares of Common Stock, based upon 9,099,598 shares of Common Stock outstanding as of December 11, 2019, as set forth in the Form 10-Q filed by the Issuer on December 16, 2019.
   
 

Edenbrook has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,583,949 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,583,949 shares of Common Stock.
   
 

The Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,312,445 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,312,445 shares of Common Stock.
   
 

Mr. Brolin has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,583,949 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,583,949 shares of Common Stock.
   
 

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit A. All such transactions were carried out in open market transactions.
   
  The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

 

Page 6

Signature

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.

December 17, 2019

Date

EDENBROOK CAPITAL, LLC

By: /s/ Jonathan Brolin
       Jonathan Brolin, Managing Member
 
EDENBROOK LONG ONLY VALUE FUND, LP

 

By: /s/ Jonathan Brolin

       Managing Member of Edenbrook Capital Partners, LLC

 

By: /s/ Jonathan Brolin

Jonathan Brolin

 

 

Page 7

Exhibit A

Schedule of Transactions in Shares by Private Funds Advised by Edenbrook

Transaction Date Title of Class

Number of Shares Purchased

 Price per Share
10/28/2019 Common Stock 598 11.28
12/13/2019 Common Stock 28,600 9.45
12/13/2019 Common Stock 7,171 9.30
12/16/2019 Common Stock 16,800 9.34
12/16/2019 Common Stock 3,700 9.30
12/17/2019 Common Stock 21,600 9.32
12/17/2019 Common Stock 700 9.34