FREQUENCY ELECTRONICS INC — Major Shareholding Notification 2017

Sep 19, 2017

SC 13D/A 1 d7657768_sc13d-a5.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

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)

September 19, 2017
(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).

Field: Page; Sequence: 1

Field: /Page

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.
1,163,105

9.
0

10.
1,163,105

11.
PERSON
1,163,105

12.
CERTAIN SHARES*

13.
13.32%

14.
IA, OO

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 358010106

1.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edenbrook Long Only Value Fund, LP

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.
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
0

8.
906,601

9.
0

10.
906,601

11.
PERSON
906,601

12.
CERTAIN SHARES*

13.
10.39%

14.
PN

Field: Page; Sequence: 4

Field: /Page

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.
1,163,105

9.
0

10.
1,163,105

11.
PERSON
1,163,105

12.
CERTAIN SHARES*

13.
13.32%

14.
IN

Field: Page; Sequence: 5

Field: /Page

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, (ii) Edenbrook Long Only Value Fund, LP (the "Fund"), a Delaware limited partnership, with respect to Common Stock owned by such private investment fund and (iii) 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, Edenbrook and the Fund 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. |

Field: Page; Sequence: 6

Field: /Page

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 $11,079,760. The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.

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 1,163,105 shares of Common Stock, constituting 13.32% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of September 8, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended July 31, 2017 filed by the Issuer on September 14, 2017 and (ii) the Fund may be deemed to be the beneficial owner of 906,601 shares of Common Stock, constituting 10.39% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of September 8, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended July 31, 2017 filed by the Issuer on September 14, 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 1,163,105 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 1,163,105 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 906,601 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 906,601 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 1,163,105 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 1,163,105 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.
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

Field: Page; Sequence: 7

Field: /Page

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.

September 19, 2017
(Date)

Edenbrook Capital, LLC By: /s/ Jonathan Brolin Jonathan Brolin, Managing Member Edenbrook Long Only Value Fund, LP By: /s/ Jonathan Brolin Managing Member of Edenbrook Capital Partners, LLC Jonathan Brolin /s/ Jonathan Brolin

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

Field: Page; Sequence: 8

Field: /Page

Exhibit A

AGREEMENT

The undersigned agree that this Amendment to Schedule 13D, dated September 19, 2017, relating to the Common Stock, par value $1.00 of Frequency Electronics, Inc. shall be filed on behalf of the undersigned.

September 19, 2017

---

(Date)

Edenbrook Capital, LLC

By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

Edenbrook Long Only Value Fund, LP

By: /s/ Jonathan Brolin

Managing Member of Edenbrook Capital Partners, LLC

Jonathan Brolin

/s/ Jonathan Brolin

Field: Page; Sequence: 9

Field: /Page

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 |
| --- | --- | --- | --- |
| 9/5/17 | Common
Stock | 50,000 | 8 |
| 9/19/17 | Common
Stock | 38,000 | 8 |

Field: Page; Sequence: 10; Options: Last

Field: /Page