13D Filing: Edenbrook Capital, LLC and Frequency Electronics Inc (FEIM)

Item 4.

Purpose of Transaction.

No material changes have been made to the Reporting Persons’ Item 4 disclosure in the 13D/A previously filed on December 22, 2016 (Amendment No. 2).

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 1,247,805 shares of Common Stock, constituting 14.3% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of September 13, 2017, as set forth in the Schedule 14A filed by the Issuer on November 7, 2017 and (ii) the Fund may be deemed to be the beneficial owner of 979,301 shares of Common Stock, constituting 11.2% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of September 13, 2017, as set forth in the Schedule 14A filed by the Issuer on November 7, 2017.

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 1,247,805 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 1,247,805 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 979,301 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 979,301 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 1,247,805 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 1,247,805 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 B.  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.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item is not applicable.

Item 7.

Material to be Filed as Exhibits.

Exhibit A:  Joint Filing Agreement

Exhibit B:  Schedule of Transactions in Common Stock