| Item 1. | |
| (a) | Name of issuer:
Comtech Telecommunications Corp |
| (b) | Address of issuer's principal executive
offices:
305 N 54th Street, Chandler, Arizona 85226 |
| Item 2. | |
| (a) | Name of person filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
George A. Needham |
| (b) | Address or principal business office or, if
none, residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
George A. Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America |
| (c) | Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Delaware
George A. Needham - United States |
| (d) | Title of class of securities:
Common Stock, par value $0.10 per share |
| (e) | CUSIP No.:
205826209 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Needham Investment Management L.L.C. - 1,780,000
Needham Asset Management, LLC - 1,780,000
Needham Aggressive Growth Fund - 1,480,000
George A. Needham - 1,780,000 |
| (b) | Percent of class:
Needham Investment Management L.L.C. - 6.11%
Needham Asset Management, LLC - 6.11%
Needham Aggressive Growth Fund - 5.08%
George A. Needham - 6.11% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Needham Investment Management L.L.C. - 1,780,000
Needham Asset Management, LLC - 1,780,000
Needham Aggressive Growth Fund - 1,480,000
George A. Needham - 1,780,000
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Needham Investment Management L.L.C. - 1,780,000
Needham Asset Management, LLC - 1,780,000
Needham Aggressive Growth Fund - 1,480,000
George A. Needham - 1,780,000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients, other than Needham Aggressive Growth Fund, may be deemed to beneficially own more than 5% of the Common Stock, $0.10 par value. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Please see Exhibit B attached hereto. |
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)