Porcelain Amends Comtech Stake Filing

TL;DR

**Porcelain updates Comtech stake filing - watch for changes.**

AI Summary

Michael Porcelain filed an amendment to his Schedule 13D on September 20, 2024, regarding his beneficial ownership of Comtech Telecommunications Corp. The filing indicates a change in his holdings, though specific details on the exact number of shares or dollar amounts are not provided in this excerpt. Porcelain is listed with an address in Boynton Beach, Florida.

Why It Matters

This filing signals a potential shift in significant shareholder interest or strategy for Comtech Telecommunications Corp., which could influence stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate changes in a significant shareholder's position or intentions, which can introduce volatility.

Key Players & Entities

• Michael Porcelain (person) — Filing party and beneficial owner
• Comtech Telecommunications Corp (company) — Subject company
• Michael Neidell, Esq. (person) — Legal counsel for filing party
• Olshan Frome Wolosky LLP (company) — Law firm representing filing party

FAQ

Key Financial Figures

• $0.10 — ame of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securiti
• $4,890,211 — ectly by Mr. Porcelain is approximately $4,890,211, excluding brokerage commissions. The
• $9,725,479 — rectly by Mr. Kornberg is approximately $9,725,479, excluding brokerage commissions. The
• $63,327 — ctly by Mr. Whitehurst is approximately $63,327, excluding brokerage commissions. Item
• $350 million — uo;s leadership, Globecomm grew to over $350 million in annual sales and $200 million in rec
• $200 million — o over $350 million in annual sales and $200 million in recurring services revenue. Mr. Hall

Filing Documents

• sc13d14250001_09202024.htm (SC 13D) — 153KB
• ex991to13d14250001_092024.htm (EX-99.1) — 20KB
• ex992to13d14250001_092024.htm (EX-99.2) — 19KB
• 0000921895-24-002155.txt ( ) — 193KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, par value $0.10 per share (the “Shares”), of Comtech Telecommunications Corp., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 305 N 54 th Street, Chandler, Arizona 85226.

Identity and Background

Item 2. Identity and Background . (a) This (i) Michael Porcelain, as a nominee for the Board of Directors of the Issuer (the “Board”); (ii) Fred Kornberg, as a nominee for the Board; (iii) Oleg Timoshenko, as a nominee for the Board; and (iv) Jay Whitehurst, as a nominee for the Board. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of Mr. Porcelain is 11147 Glen Orchard Ln, Boynton Beach, Florida 33473. The principal business address of Mr. Kornberg is 79 Stone Hill Drive, Syosset, New York 11791. The principal business address of Mr. Timoshenko is 78, Rue de l’Avenir, Luxembourg, 1147, Luxembourg. The principal business address of Mr. Whitehurst is 3110 Westchester Dr., Tarboro, North Carolina 27886. (c) The principal occupation of Mr. Porcelain is serving as President and Chief Executive Officer of The Independent Adviser Corporation. Mr. Kornberg is retired. The principal occupation of Mr. Timoshenko is serving as Founder and Operator of Feedback S.à r.l. The principal occupation of Mr. Whitehurst is serving as Founder and Chairman of Couplify. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such entity or person 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

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The Shares purchased by Mr. Porcelain were purchased with personal funds, and were also acquired in connection with his service to the Issuer. The aggregate purchase price of the 336,516 Shares owned directly by Mr. Porcelain is approximately $4,890,211, excluding brokerage commissions. The Shares purchased by Mr. Kornberg, which include Shares held in a ROTH IRA account of which Mr. Kornberg is the beneficiary and in the Fred Kornberg Grantor Retained Annuity Trust, #26 U/A DTD 05/09/2024 (the “GRAT”), for which Mr. Kornberg serves as trustee, were purchased with personal funds, and were also acquired in connection with his service to the Issuer. The aggregate purchase price of the 539,434 Shares owned directly by Mr. Kornberg is approximately $9,725,479, excluding brokerage commissions. The Shares reported owned by Mr. Timoshenko were issued to him pursuant to a Stock Purchase Agreement, dated as of November 14, 2019, as subsequently amended, in connection with the Issuer’s acquisition of UHP Networks, Inc. on March 2, 2021. The Shares purchased by Mr. Whitehurst were purchased with personal funds, and were also acquired in connection with his service to the Issuer. The aggregate purchase price of the 10,745 Shares owned directly by Mr. Whitehurst is approximately $63,327, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. On September 13, 2024, Mr. Porcelain delivered a letter to the Issuer nominating a slate of eight (8) highly qualified director candidates, including Mr. Porcelain, Keith Hall, Michael Hildebrandt, Fred Kornberg, Robert Schassler, Dr. Sanyogita Shamsunder, Oleg Timoshenko, and Jay Whitehurst (collectively, the “Nominees”), for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). Below are the biographies of the Nominees: Keith Hall , age 55, currently serves as Founder and Chief Executive Officer of AssuredTek, Inc. (“AssuredTek”), a company focusing on advanced cybersecurity and wireless technology solutions, addressing privacy challenges across a wide range of use cases, since August 2020. At AssuredTek, Mr. Hall oversees strategy, marketing, sales, and engineering. Mr. Hall also serves as a Strategic Advisor for Assured Information Security (AIS) since January 2019. Prior to this, Mr. Hall founded and led Imperium Communication Solutions, a consulting firm providing expert services to the telecommunications sector, from March 2017 to August 2020. Prior to this, Mr. Hall held various leadership positions at Globecomm Systems Inc. (formerly NASDAQ: GCOM) (“Globecomm”), a global provider of satellite-based

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 28,493,857 Shares outstanding as of June 30, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on July 25, 2024. A. Michael Porcelain (a) As of the date hereof, Mr. Porcelain directly owned 336,516 Shares, consisting of (i) 279,872 Shares, including 2,615 Shares held in record name, and (ii) 56,644 Shares issuable within sixty days of the date hereof. Percentage: Approximately 1.2% (b) 1. Sole power to vote or direct vote: 336,516 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 336,516 4. Shared power to dispose or direct the disposition: 0 10 CUSIP No. 205826209 (c) Mr. Porcelain has not entered into any transactions in the Shares of the Issuer during the past sixty days. B. Fred Kornberg (a) As of the date hereof, Mr. Kornberg directly owned 539,434 Shares, consisting of (i) 7,958 Shares held in Mr. Kornberg’s ROTH IRA and (ii) 531,476 Shares (100 shares of which have been transferred to record name) held in the GRAT, for which Mr. Kornberg serves as trustee. Percentage: Approximately 1.9% (b) 1. Sole power to vote or direct vote: 539,434 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 539,434 4. Shared power to dispose or direct the disposition: 0 (c) Mr. Kornberg has not entered into any transactions in the Shares of the Issuer during the past sixty days. C. Oleg Timoshenko (a) As the date hereof, Mr. Timoshenko directly owned 1,293,202 Shares. Percentage: Approximately 4.5% (b) 1. Sole power to vote or direct vote: 1,293,202 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,293,202 4. Shared power to dispose or direct the disposition: 0

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 . On September 20, 2024, the Reporting Persons and the other Nominees entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which, among other things, the parties agreed (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (ii) to solicit proxies for the election of the Nominees at the Annual Meeting, (iii) that the Nominees will not enter into any transactions in the securities of the Issuer without the prior written consent of Mr. Porcelain, and (iv) that Messrs. Porcelain, Kornberg, and Timoshenko will equally bear all pre-approved expenses incurred in connection with the Nominees’ activities. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Each of Messrs. Kornberg, Timoshenko and Whitehurst has granted Mr. Porcelain a power of attorney (collectively, the “POAs”) to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting. The POAs are attached hereto as Exhibit 99.2 and are incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing and Solicitation Agreement, dated September 20, 2024. 99.2 Powers of Attorney. 12 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: September 20, 2024 /s/ Michael Porcelain Michael Porcelain /s/ Fred Kornberg Fred Kornberg /s/ Oleg Timoshenko Oleg Timoshenko /s/ Jay Whitehurst Jay Whitehurst 13

View Full Filing

View this SC 13D filing on SEC EDGAR