Sec Form 4 Filing - Privet Fund Management LLC @ FREQUENCY ELECTRONICS INC - 2018-04-02

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 Remarks
(Last) (First) (Middle)
3280 PEACHTREE ROAD NE, SUITE 2670
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(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 04/02/2018 S 6,287 D $ 8.73 829,716 I By Privet Fund LP ( 1 ) ( 2 )
Common Stock 04/03/2018 S 1,900 D $ 8.69 827,816 I By Privet Fund LP ( 1 ) ( 2 )
Common Stock 04/05/2018 S 100,000 D $ 9 727,816 I By Privet Fund LP ( 1 ) ( 2 )
Common Stock 04/06/2018 S 58,100 D $ 9.04 669,716 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 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Privet Fund Management LLC
3280 PEACHTREE ROAD NE
SUITE 2670
ATLANTA, GA30305
X See Remarks
Privet Fund LP
3280 PEACHTREE ROAD NE
SUITE 2670
ATLANTA, GA30305
X See Remarks
Levenson Ryan
2396 DELLWOOD DRIVE
ATLANTA, GA30305
X See Remarks
Signatures
/s/ Ryan Levenson 04/06/2018
Signature of Reporting Person Date
/s/ Ryan Levenson, Managing Member, on behalf of Privet Fund Management LLC 04/06/2018
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 04/06/2018
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 April 6, 2018, the members of this Section 13(d) group collectively owned 8.95% 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 April 6, 2018, (i) 669,716 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.

Remarks:
10% owner prior to transactions reported hereby.

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).

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