Mark R. Quinlan - Jan 22, 2024 Form 4 Insider Report for COMTECH TELECOMMUNICATIONS CORP /DE/ (CMTL)

Role
Director
Signature
/s/ Mark R. Quinlan
Stock symbol
CMTL
Transactions as of
Jan 22, 2024
Transactions value $
$0
Form type
4
Date filed
1/23/2024, 09:05 PM
Previous filing
Dec 15, 2023
Next filing
Jun 18, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CMTL Series A-1 Convertible Preferred Stock Disposed to Issuer -20K -100% 0 Jan 22, 2024 Common Stock 966K See footnote F1, F2, F3, F4, F5, F6
transaction CMTL Series B Convertible Preferred Stock Award +23.1K 23.1K Jan 22, 2024 Common Stock 2.9M See footnote F5, F6, F7, F8, F9
transaction CMTL Series B Convertible Preferred Stock Award +6K +25.92% 29.1K Jan 22, 2024 Common Stock 751K See footnote F6, F7, F8, F9, F10
transaction CMTL Series B Convertible Preferred Stock Award +161 +0.55% 29.3K Jan 22, 2024 Common Stock 20.1K See footnote F6, F7, F8, F9, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Conversion price of $23.97.
F2 Holders of Series A-1 Convertible Preferred Stock had the right to convert their shares of Series A-1 Convertible Preferred Stock at any time. Subject to the terms and conditions set forth in the Certificate of Designations of the Series A-1 Convertible Preferred Stock, the Issuer had the right to designate any business day after October 19, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Series A-1 Convertible Preferred Stock.
F3 The Series A-1 Convertible Preferred Stock had no expiration date.
F4 Includes accumulated dividends through January 21, 2024.
F5 The shares of Series A-1 Convertible Preferred Stock were exchanged for a number of shares of Series B Convertible Preferred Stock equal to the product obtained by multiplying (x) the number of Series A-1 Convertible Preferred Stock being exchanged, by (y) 1.1572122.
F6 The securities reported herein are held by funds managed by White Hat Capital Partners LP, a Delaware limited partnership (the "WH Investment Manager"). Mr. Mark R. Quinlan (the "Reporting Person") serves as the co-managing member of the general partner of the WH Investment Manager. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F7 Conversion price of $7.99, subject to adjustments as set forth in the Certificate of Designations of the Series B Convertible Preferred Stock (the "Series B CoD").
F8 Holders of Series B Convertible Preferred Stock have the right to convert their shares of Series B Convertible Preferred Stock at any time. Subject to the terms and conditions set forth in the Series B CoD, the Issuer has the right to designate any business day after July 22, 2027 as a conversion date for all or any portion that is a whole number of the outstanding shares of Series B Convertible Preferred Stock.
F9 The Series B Convertible Preferred Stock has no expiration date.
F10 An aggregate purchase price of $6,000,000, or $1,000 per share of Series B Convertible Preferred Stock.
F11 Issued as Additional Shares as defined and as described in that certain Subscription and Exchange Agreement dated as of January 22, 2024 by and among the Issuer and the investors listed on the signature pages attached thereto, attached as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2024.