SEC FORM 4

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).

1. Name and Address of Reporting Person^*

BONDI MICHAEL

(Last)

(First)

(Middle)

68 SOUTH SERVICE ROAD, SUITE 230

(Street)

MELVILLE

11747

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2012

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)
Performance Shares⁽¹⁾	⁽²⁾	06/06/2012		A		902		⁽³⁾	⁽³⁾	Common Stock par value $.10 per share	902	$0	902	D
Stock Option Right to Buy⁽⁴⁾	$29.51	06/06/2012		A		725		06/06/2013	06/06/2022	Common Stock par value $.10 per share	725	$0	55,825	D
Stock Option Right to Buy⁽⁴⁾	$29.51	06/06/2012		A		725		06/06/2014	06/06/2022	Common Stock par value $.10 per share	725	$0	56,550	D
Stock Option Right to Buy⁽⁴⁾	$29.51	06/06/2012		A		725		06/06/2015	06/06/2022	Common Stock par value $.10 per share	725	$0	57,275	D
Stock Option Right to Buy⁽⁴⁾	$29.51	06/06/2012		A		725		06/06/2016	06/06/2022	Common Stock par value $.10 per share	725	$0	58,000	D
Stock Option Right to Buy⁽⁴⁾	$29.51	06/06/2012		A		725		06/06/2017	06/06/2022	Common Stock par value $.10 per share	725	$0	58,725	D

Explanation of Responses:

1. Performance shares are subject to a minimum financial performance criteria for the fiscal year ending July 31, 2013.

2. Each share represents the contingent right to receive one share of common stock of Comtech Telecommunications Corp.

3. Generally, the performance shares will vest 20% on the date that the Executive Compensation Committee of the Board of Directors of the Company determines that the performance criteria have been met and the remaining 80% will vest 20% per year on the first through fourth anniversaries of that determination date, assuming continued service through the vesting date. Shares of common stock will be distributed as applicable on each vesting date, unless the reporting person makes an election to receive the shares at a later date.

4. Option was granted under the Company's 2000 Stock Incentive Plan in consideration of services to be performed by the reporting person after the date of grant.

Remarks:

	Michael Bondi	06/08/2012
	** 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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