SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Quinlan Mark R.

(Last) (First) (Middle)
150 EAST 52ND STREET, 21ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2022
3. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [ CMTL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 247,639 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ("Preferred Stock") (2) (3) Common Stock 20,000 (4) I See footnote(1)
Option (right to buy) (5) (5) Preferred Stock 5,000 1,000 I See footnote(1)
Explanation of Responses:
1. 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.
2. 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.
3. The Preferred Stock has no expiration date.
4. 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.
5. The Option to purchase Preferred Stock can be exercised at any time on or prior to March 31, 2023.
/s/ Mark R. Quinlan 01/05/2022
** 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 5 (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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