Porcelain Amends Comtech Stake Filing

TL;DR

Porcelain updated his Comtech stake filing on 11/18/24. Watch for potential moves.

AI Summary

Michael Porcelain filed an amendment to his Schedule 13D on November 18, 2024, regarding his holdings in Comtech Telecommunications Corp. The filing indicates a change in his beneficial ownership. Porcelain is listed with an address in Boynton Beach, Florida, and Michael Neidell, Esq. is also mentioned in relation to the filing.

Why It Matters

Amendments to Schedule 13D filings signal changes in significant beneficial ownership, which can impact a company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions or shifts in investor sentiment.

Key Players & Entities

• Michael Porcelain (person) — Filing party and beneficial owner
• Comtech Telecommunications Corp (company) — Subject company
• Michael Neidell, Esq. (person) — Legal counsel mentioned in filing

FAQ

Key Financial Figures

• $0.10 — ame of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securiti
• $350,000 — on Agreement and related matters, up to $350,000 in the aggregate. The FK/MP/OT Group an

Filing Documents

• sc13da114250001_11182024.htm (SC 13D/A) — 122KB
• 0000921895-24-002771.txt ( ) — 124KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended to add the following: In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, on November 18, 2024, the Reporting Persons terminated the Joint Filing and Solicitation Agreement (as defined in the Schedule 13D) and the Schedule 13(d) group formed thereby and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 1.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to add the following

Item 4 is hereby amended to add the following: On November 17, 2024, Michael Porcelain, Fred Kornberg and Oleg Timoshenko (collectively, the “FK/MP/OT Group”) entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer, pursuant to which the Issuer agreed to (i) appoint Michael Hildebrandt (the “FK/MP/OT Group Designee”) to the Board no later than three (3) business days following execution of the Cooperation Agreement and (ii) at the Issuer’s fiscal 2024 annual meeting of stockholders (the “2024 Annual Meeting”) (a) nominate the FK/MP/OT Group Designee for election to the Board at the 2024 Annual Meeting, (b) recommend stockholders vote for the election of the FK/MP/OT Group Designee to the Board and (c) solicit proxies in favor of the FK/MP/OT Group Designee to the Board in the manner in which the Issuer supports its other nominees. The Cooperation Agreement further provides that (i) the Board’s nomination of directors at the 2024 Annual Meeting will not include two directors who are serving on the Board as of the date of the Cooperation Agreement and (ii) Mr. Porcelain and the Issuer shall cooperate in good faith to identify and agree upon an additional director candidate to be appointed to the Board (the “Additional Director” and together with the FK/MP/OT Group Designee, the “New Directors”). Concurrently with the FK/MP/OT Group Designee’s appointment to the Board, the Board shall take the necessary steps to appoint the FK/MP/OT Group Designee to both the Audit and Nominating and Governance Committees of the Board. The Company further agreed to appoint a New Director to any new committee of the Board formed by the Board prior to the Termination Date (as defined below), including any committee that may be established in connection with any Extraordinary Transaction (as defined in the Cooperation Agreement), subject to applicable stock exchange and S

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On November 17, 2024, certain of the Reporting Persons entered into the Cooperation Agreement as defined and described in Item 4 above, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. On November 18, 2024, the Reporting Persons terminated the Joint Filing and Solicitation Agreement, effective immediately.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Cooperation Agreement, dated November 17, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2024). 7 CUSIP No. 205826209

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 18, 2024 /s/ Michael Porcelain Michael Porcelain /s/ Fred Kornberg Fred Kornberg /s/ Oleg Timoshenko Oleg Timoshenko /s/ Jay Whitehurst Jay Whitehurst 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR