0000902664-24-000533.txt : 20240123
0000902664-24-000533.hdr.sgml : 20240123
20240123210557
ACCESSION NUMBER: 0000902664-24-000533
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240122
FILED AS OF DATE: 20240123
DATE AS OF CHANGE: 20240123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Quinlan Mark R.
CENTRAL INDEX KEY: 0001889157
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-07928
FILM NUMBER: 24554075
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]
ORGANIZATION NAME: 04 Manufacturing
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: 6319627164
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
4
1
ownership.xml
X0508
4
2024-01-22
0
0000023197
COMTECH TELECOMMUNICATIONS CORP /DE/
CMTL
0001889157
Quinlan Mark R.
520 MADISON AVENUE, 33RD FLOOR
NEW YORK
NY
10022
1
0
0
0
0
Series A-1 Convertible Preferred Stock
2024-01-22
4
D
0
20000
D
Common Stock
965550
0
I
See footnote
Series B Convertible Preferred Stock
2024-01-22
4
A
0
23144.24
A
Common Stock
2896651
23144.24
I
See footnote
Series B Convertible Preferred Stock
2024-01-22
4
A
0
6000
A
Common Stock
750939
29144.24
I
See footnote
Series B Convertible Preferred Stock
2024-01-22
4
A
0
160.54
A
Common Stock
20092
29304.78
I
See footnote
Conversion price of $23.97.
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.
The Series A-1 Convertible Preferred Stock had no expiration date.
Includes accumulated dividends through January 21, 2024.
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.
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.
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").
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.
The Series B Convertible Preferred Stock has no expiration date.
An aggregate purchase price of $6,000,000, or $1,000 per share of Series B Convertible Preferred Stock.
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
2024-01-23