FREQUENCY ELECTRONICS INC — Major Shareholding Notification 2016

Jun 30, 2016

SC 13D/A 1 d7197999_13d-a1.htm Licensed to: Seward & Kissel Document created using EDGARfilings PROfile 3.6.1.0 Copyright 1995 - 2016 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Frequency Electronics, Inc.
(Name of Issuer)

Common Stock, par value $1.00
(Title of Class of Securities)

358010106
(CUSIP Number)

Jonathan Brolin 2 Depot Plaza Bedford Hills New York 10507 (914) 239-3117
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 29, 2016
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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. 358010106

1.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Brolin

2.
(a)	[_]
(b)	[_]

1. SEC USE ONLY

4.
AF

1. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.
United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
0

8.
549,704

9.
0

10.
549,704

11.
549,704

1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.
6.3%

14.
IN

CUSIP No. 358010106

1.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edenbrook Capital, LLC

2.
(a)	[_]
(b)	[_]

1. SEC USE ONLY

4.
AF

1. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
0

8.
549,704

9.
0

10.
549,704

11.
549,704

1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.
6.3%

14.
IA, OO

CUSIP No. 358010106

ITEM 1. Security and Issuer.

This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $1.00 (the "Common Stock"), of Frequency Electronics, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 55 Charles Lindbergh Blvd., Mitchel Field, New York, 11553 .

ITEM 2. Identity and Background.

(a)-(c) This Schedule 13D is being filed jointly by (i) Edenbrook Capital, LLC ("Edenbrook"), a New York limited liability company, as the investment manager to certain private investment funds, with respect to Common Stock owned by such private investment funds, and (ii) Jonathan Brolin ("Mr. Brolin"), a United States citizen and the principal of Edenbrook with respect to the Common Stock owned by such private investment funds (collectively, the "Reporting Persons"). Mr. Brolin's present principal occupation or employment is acting as a private investor. The principal business address of Mr. Brolin and Edenbrook is 2 Depot Plaza, Bedford Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment and voting decisions made by Edenbrook.

(d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $5,473,635.78. The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.

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 549,704 shares of Common Stock, constituting 6.3% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of March 11, 2016, as set forth in the Quarterly Report on 10-Q for the quarterly period ended January 31, 2016 filed by the Issuer on March 16, 2016 . 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 549,704 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 549,704 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 549,704 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 549,704 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

SIGNATURE

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

June 29, 2016
(Date)
Edenbrook Capital, LLC By: /s/ Jonathan Brolin Jonathan Brolin, Managing Member Jonathan Brolin /s/ Jonathan Brolin

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Amendment to Schedule 13D, dated June 29, 2016, relating to the Common Stock, par value $1.00 of Frequency Electronics, Inc. shall be filed on behalf of the undersigned.

June 29, 2016

---

(Date)

Edenbrook Capital, LLC

By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

Jonathan Brolin

/s/ Jonathan Brolin

Exhibit B

Schedule of Transactions in Shares by Private Funds Advised by Edenbrook

Transaction Date	Title of Class	Number of Shares Purchased	Price per Share
05/17/16	Common Stock	300	9.9000
05/18/16	Common Stock	950	9.9155
05/19/16	Common Stock	1800	9.7406
05/20/16	Common Stock	102	9.8902
05/23/16	Common Stock	100	9.9200
05/24/16	Common Stock	856	9.9263
05/25/16	Common Stock	391	9.8642
05/26/16	Common Stock	502	9.9098
05/27/16	Common Stock	1600	9.9291
05/31/16	Common Stock	100	9.8900
06/01/16	Common Stock	200	9.8687
06/03/16	Common Stock	200	9.8600
06/06/16	Common Stock	999	9.8257
06/07/16	Common Stock	600	9.7433
06/08/16	Common Stock	300	9.7100
06/20/16	Common Stock	2300	9.8208
06/20/16	Common Stock	1700	9.7776
06/22/16	Common Stock	1050	9.6143
06/22/16	Common Stock	700	9.7250
06/23/16	Common Stock	4350	9.5078
06/24/16	Common Stock	1550	9.1974
06/27/16	Common Stock	2000	9.0463
06/28/16	Common Stock	2000	8.7000
06/28/16	Common Stock	2000	8.6887
06/29/16	Common Stock	5639	9.0539
06/29/16	Common Stock	5000	9.0000
06/29/16	Common Stock	3600	9.0000