Sec Form 4 Filing - Peterman Ken Allen @ COMTECH TELECOMMUNICATIONS CORP /DE/ - 2022-09-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Peterman Ken Allen
2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [ CMTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO and Chairman
(Last) (First) (Middle)
68 SOUTH SERVICE ROAD, SUITE 230
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2022
(Street)
MELVILLE, NY11747
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 09/12/2022 A 42,518 ( 2 ) ( 2 ) Common Stock Par Value $.10 Per Share 42,518 $ 0 44,993 D
Performance Shares ( 3 ) 09/12/2022 A 200,000 ( 4 ) ( 4 ) Common Stock Par Value $.10 Per Share 200,000 $ 0 200,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peterman Ken Allen
68 SOUTH SERVICE ROAD, SUITE 230
MELVILLE, NY11747
X President, CEO and Chairman
Signatures
Ken A Peterman 09/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units were granted under the Company's 2000 Stock 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 30 days of vesting.
( 3 )Performance shares were granted under the Company's 2000 Stock 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 September 12, 2025, assuming continued service as an employee, as follows: (i) 50,000 of the performance shares will vest if the 60-day VWAP (as defined below) at any time prior to September 12, 2025 is at or above $30.00, (ii) an additional 50,000 performance shares will vest if the 60-day VWAP at any time prior to September 12, 2025 is at or above $40.00, (iii) an additional 50,000 performance shares will vest if the 60-day VWAP at any time prior to September 12, 2025 is at or above $50.00 and (iv) an additional 50,000 performance shares will vest if the 60-day VWAP at any time prior to September 12, 2025 is at or above $60.00. 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 30 days of vesting.

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