Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Quinlan Mark R.
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2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [CMTL]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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520 MADISON AVENUE, 33RD FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10022
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Quinlan Mark R.
520 MADISON AVENUE, 33RD FLOOR
NEW YORK, NY10022
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X
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Signatures
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/s/ Mark R. Quinlan
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2024-10-18
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Conversion price of $7.99.
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(2)
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Holders of Series B-1 Convertible Preferred Stock had the right to convert their shares of Series B-1 Convertible Preferred Stock at any time. Subject to the terms and conditions set forth in the Certificate of Designations of the Series B-1 Convertible Preferred Stock, the Issuer had 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-1 Convertible Preferred Stock.
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(3)
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The Series B-1 Convertible Preferred Stock had no expiration date.
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(4)
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Includes accumulated dividends through October 16, 2024.
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(5)
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The shares of Series B-1 Convertible Preferred Stock were exchanged for an equal number of shares of Series B-2 Convertible Preferred Stock.
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(6)
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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.
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(7)
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Conversion price of $7.99, subject to adjustments as set forth in the Certificate of Designations of the Series B-2 Convertible Preferred Stock (the "Series B-2 CoD").
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(8)
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Holders of Series B-2 Convertible Preferred Stock have the right to convert their shares of Series B-2 Convertible Preferred Stock at any time. Subject to the terms and conditions set forth in the Series B-2 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-2 Convertible Preferred Stock.
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(9)
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The Series B-2 Convertible Preferred Stock has no expiration date.
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(10)
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Issued as October Additional Shares as defined and as described in that certain Subscription and Exchange Agreement dated as of October 17, 2024 by and among the Issuer and the investors listed on the signature pages attached thereto, attached as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2024.
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