SEC Form 4 filed by President and CEO Ratigan John
$CMTL
Radio And Television Broadcasting And Communications Equipment
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [ CMTL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/28/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 10/28/2024 | 10/28/2024 | A | 104,167 | (2) | (2) | Common Stock Par Value $0.10 Per Share | 104,167 | $0 | 241,519 | D | |||
| Performance Shares | (3) | 10/28/2024 | 10/28/2024 | A | 100,000 | (4) | (4) | Common Stock Par Value $0.10 Per Share | 100,000 | $0 | 100,000 | D | |||
| Explanation of Responses: |
| 1. Restricted stock units were granted under the Company's 2023 Equity and Incentive Plan, and represent the right to receive one share of common stock of Comtech Telecommunications Corp. upon vesting of the unit. |
| 2. Generally, the restricted stock units will vest in installments over a three year period, at a rate of one-third on the first through third anniversaries of the grant, assuming continued service as an employee. Shares of common stock corresponding to vested units will be delivered to the Reporting Person within 60 days of vesting. |
| 3. Performance shares were granted under the Company's 2023 Equity and Incentive Plan, and represent the right to receive one share of common stock of Comtech Telecommunications Corp. upon vesting of the performance share. |
| 4. Generally, performance shares are eligible to vest on October 28, 2027, assuming continued service as an employee, as follows: (i) 25,000 of the performance shares will vest if the 60-day VWAP (as defined below) at any time prior to October 28, 2027 is at or above $8.00, (ii) an additional 25,000 performance shares will vest if the 60-day VWAP at any time prior to October 28, 2027 is at or above $10.00, (iii) an additional 25,000 performance shares will vest if the 60-day VWAP at any time prior to October 28, 2027 is at or above $12.00 and (iv) an additional 25,000 performance shares will vest if the 60-day VWAP at any time prior to October 28, 2027 is at or above $14.00. 60-day VWAP is generally defined as the volume-weighted average price per share of Comtech Telecommunications Corp. common stock over 60 consecutive trading days. Shares of common stock corresponding to vested performance shares will be delivered to the Reporting Person within 60 days of vesting. |
| Remarks: |
| /s/ Michael C. Shay, Attorney-in-Fact for John Ratigan | 10/30/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||