Sec Form 4 Filing - Privet Fund Management LLC @ FREQUENCY ELECTRONICS INC - 2018-03-26

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
Privet Fund Management LLC
2. Issuer Name and Ticker or Trading Symbol
FREQUENCY ELECTRONICS INC [ FEIM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
79 WEST PACES FERRY RD, SUITE 200B
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2018
(Street)
ATLANTA, GA30305
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 03/26/2018 S 2,904 D $ 8.8 861,719 I By Privet Fund LP ( 1 ) ( 2 )
Common Stock 03/27/2018 S 10,971 D $ 8.82 850,748 I By Privet Fund LP ( 1 ) ( 2 )
Common Stock 03/28/2018 S 14,745 D $ 8.69 ( 3 ) ( 4 ) 836,003 I By Privet Fund LP ( 1 ) ( 2 )
Common Stock 53,783 D
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 Der ivative 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Privet Fund Management LLC
79 WEST PACES FERRY RD, SUITE 200B
ATLANTA, GA30305
X See Explanation of Responses
Privet Fund LP
79 WEST PACES FERRY RD, SUITE 200B
ATLANTA, GA30305
X See Explanation of Responses
Levenson Ryan
79 WEST PACES FERRY RD, SUITE 200B
ATLANTA, GA30305
X See Explanation of Responses
Signatures
/s/ Ryan Levenson 03/28/2018
Signature of Reporting Person Date
/s/ Ryan Levenson, Managing Member, on behalf of Privet Fund Management LLC 03/28/2018
Signature of Reporting Person Date
/s/ Ryan Levenson, Managing Member, on behalf of Privet Fund Management LLC, General Partner, on behalf of Privet Fund LP 03/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This report is filed jointly by Privet Fund LP, Privet Fund Management LLC and Ryan Levenson (collectively, the "Reporting Persons"). The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group disclosed in the Schedule 13D and any amendments thereto filed on behalf of the Reporting Persons and the other members of such group. As of March 28, 2018, the members of this Section 13(d) group collectively owned more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock held by the other members of such Section 13(d) group except to the extent of his or its pecuniary interest therein.
( 2 )As of March 28, 2018, (i) 836,003 shares were owned directly by Privet Fund LP and indirectly by Privet Fund Management LLC and Ryan Levenson, and (ii) 53,783 shares were owned directly by Privet Fund Management LLC and indirectly by Ryan Levenson.
( 3 )The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price within the range set forth in footnote (4) to this Form 4.
( 4 )These shares were sold in multiple transactions at prices ranging from $8.68 to $8.80, inclusive.

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