AVIAT NETWORKS, INC. — Director's Dealing 2014

Oct 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIAT NETWORKS, INC. (AVNW)
CIK: 0001377789
Period of Report: 2014-10-17

Reporting Person: Steel Excel Inc. (10% Owner)
Reporting Person: SPH Group Holdings LLC (10% Owner)
Reporting Person: SPH Group LLC (10% Owner)
Reporting Person: Steel Partners Holdings GP Inc. (10% Owner)
Reporting Person: STEEL PARTNERS HOLDINGS L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-17	Common Stock, $0.01 par value	P	300.0000	$1.8000	Acquired	7654154.0000	Direct
2014-10-20	Common Stock, $0.01 par value	P	16215.0000	$1.7900	Acquired	7670369.0000	Direct

Footnotes

F1: This Form 4 is filed jointly by Steel Excel Inc., Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP").

F2: Shares of Common Stock owned directly by Steel Excel Inc. SPHG Holdings owns approximately 51% of the outstanding shares of Common Stock of Steel Excel Inc. Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Accordingly, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by Steel Excel Inc. Each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by Steel Excel Inc. except to the extent of their pecuniary interest therein.