13D Filing: Edenbrook Capital, LLC and Frequency Electronics Inc (FEIM)

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, and (ii) 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 and Edenbrook 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.

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 $8,018,246.76.  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.

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 794,869 shares of Common Stock, constituting 9.11% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of March 15, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended January 31, 2017 filed by the Issuer on March 17, 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 794,869 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 794,869 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 794,869 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 794,869 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.

Contracts, Arrangements, Understandings or Relationships with Respect

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