COMTECH TELECOMMUNICATIONS CORP /DE/ — Major Shareholding Notification 2010

Feb 16, 2010

SC 13G/A 1 v174419_sc13ga.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

Comtech Telecommunications Corp.

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

205826209

(CUSIP Number)

December 31, 2009

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 205826209 13G Page 2 of 11

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Advisors LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,105,082
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% 1 | |
| 12. | TYPE
OF REPORTING PERSON IA; 2 OO; HC | |

1 The percentages reported in this Schedule 13G/A are based upon 30,332,490 shares of Common Stock outstanding (composed of (i) 28,241,490 shares of Common Stock outstanding as of December 4, 2009 (according to the Form 10-Q filed by the issuer on December 8, 2009) plus (ii) 2,091,000 shares of Common Stock issuable upon the conversion of the 3.0% Convertible Senior Notes due 2029 held by Citadel Convertible Opportunities Ltd. and Citadel Equity Fund Ltd.).

2 Citadel Advisors LLC became a registered investment adviser effective as of January 8, 2010.

CUSIP NO. 205826209 13G Page 3 of 11

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Holdings II LP | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,105,082
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

CUSIP NO. 205826209 13G Page 4 of 11

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Equity Fund Ltd. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,043,804
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% | |
| 12. | TYPE
OF REPORTING PERSON CO | |

CUSIP NO. 205826209 13G Page 5 of 11

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Investment Group II, L.L.C. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,140,490
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

CUSIP NO. 205826209 13G Page 6 of 11

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth
Griffin | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,140,490
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% | |
| 12. | TYPE
OF REPORTING PERSON IN;
HC | |

CUSIP NO. 205826209 13G Page 7 of 11

Item 1(a) Name of Issuer

Comtech Telecommunications Corp.

Item 1(b) Address of Issuer's Principal Executive Offices

68 South Service Road, Suite 230, Melville, New York 11747

Item 2(a) Name of Person Filing

This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Equity Fund Ltd. (“CEF”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CH-II, CEF and CIG-II, the “Reporting Persons”) with respect to shares of Common Stock of the above-named issuer (and/or options to purchase such shares and/or other securities convertible into such shares) owned by CEF, Pioneer Path Capital Ltd., a Cayman Islands limited company (“PPC”), Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”), Citadel Convertible Opportunities Ltd., a Cayman Islands limited company (“CCO”), Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”), and certain segregated accounts. 3

Citadel Advisors is the investment manager for CEF, CG, PPC, CCO and certain segregated accounts. CH-II is the managing member of Citadel Advisors. Citadel Holdings I LP, a Delaware limited partnership (“CH-I”), is the non-member manager of Citadel Securities. CIG-II is the general partner of CH-I and CH-II. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

Item 2(b) Address of Principal Business Office

The address of the principal business office of each of the Reporting Persons is c/o Citadel Investment Group, L.L.C., 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Item 2(c) Citizenship

Each of Citadel Advisors and CIG-II is organized as a limited liability company under the laws of the State of Delaware. CH-II is organized as a limited partnership under the laws of the State of Delaware. CEF is organized as a limited company under the laws of the Cayman Islands. Mr. Griffin is a U.S. citizen.

Item 2(d) Title of Class of Securities

Common Stock, $0.10 par value

Item 2(e) CUSIP Number

205826209

3 This Schedule 13G/A amends a Schedule 13G filed on September 24, 2009 by Citadel Limited Partnership, the Reporting Persons named above and certain other affiliated parties.

CUSIP NO. 205826209 13G Page 8 of 11

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) [__] Broker or dealer registered under Section 15 of the Exchange Act;

(b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;

(c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d) [__] Investment company registered under Section 8 of the Investment Company Act;

(e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) [__] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______.

Item 4 Ownership

A. Citadel Advisors LLC

(a) Citadel Advisors may be deemed to beneficially own 2,105,082 shares of Common Stock.

(b) The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 6.9% of the Common Stock outstanding.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 2,105,082

(iii) sole power to dispose or to direct the disposition of: 0

CUSIP NO. 205826209 13G Page 9 of 11

(iv) shared power to dispose or to direct the disposition of: 2,105,082

B. Citadel Holdings II LP

(a) CH-II may be deemed to beneficially own 2,105,082 shares of Common Stock.

(b) The number of shares CH-II may be deemed to beneficially own constitutes approximately 6.9% of the Common Stock outstanding.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 2,105,082

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 2,105,082

C. Citadel Equity Fund Ltd.

(a) CEF may be deemed to beneficially own 2,043,804 shares of Common Stock.

(b) The number of shares CEF may be deemed to beneficially own constitutes approximately 6.7% of the Common Stock outstanding.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 2,043,804

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 2,043,804

D. Citadel Investment Group II, L.L.C.

(a) CIG-II may be deemed to beneficially own 2,140,490 shares of Common Stock.

(b) The number of shares CIG-II may be deemed to beneficially own constitutes approximately 7.1% of the Common Stock outstanding.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 2,140,490

CUSIP NO. 205826209 13G Page 10 of 11

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 2,140,490

E. Kenneth Griffin

(a) Mr. Griffin may be deemed to beneficially own 2,140,490 shares of Common Stock.

(b) The number of shares Mr. Griffin may be deemed to beneficially own constitutes approximately 7.1% of the Common Stock outstanding.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 2,140,490

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 2,140,490

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o .

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

Item 8 Identification and Classification of Members of the Group

Not Applicable

Item 9 Notice of Dissolution of Group

Not Applicable

Item 10 Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO. 205826209 13G Page 11 of 11

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 16 th day of February, 2010.

| CITADEL
ADVISORS LLC — By: | Citadel
Holdings II LP, | CITADEL
HOLDINGS II LP — By: | Citadel
Investment Group II, L.L.C., |
| --- | --- | --- | --- |
| | its
Managing Member | | its
General Partner |
| By: | Citadel
Investment Group II, L.L.C., | By: | /s/ John C. Nagel |
| | its
General Partner | | John
C. Nagel, Authorized Signatory |
| By: | /s/ John C. Nagel | | |
| | John
C. Nagel, Authorized Signatory | | |
| CITADEL
EQUITY FUND LTD. | | CITADEL
INVESTMENT GROUP II, L.L.C. | |
| By: | Citadel
Advisors LLC, | By: | /s/ John C. Nagel |
| | its
Investment Manager | | John
C. Nagel, Authorized Signatory |
| By: | Citadel
Holdings II LP, | | |
| | its
Managing Member | | |
| By: | Citadel
Investment Group II, L.L.C., | | |
| | its
General Partner | | |
| By: | /s/ John C. Nagel | | |
| | John
C. Nagel, Authorized Signatory | | |
| KENNETH
GRIFFIN | | | |
| By: | /s/ John C. Nagel | | |
| | John
C. Nagel, attorney-in-fact * | | |

• John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.