John Patrick Caulfield Form 4 FREQUENCY ELECTRONICS / John Patrick Caulfield ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Caulfield John Patrick

(Last) (First) (Middle)

C/O FREQUENCY ELECTRONICS

55 CHARLES LINDBERGH BLVD.

(Street)

MITCHEL FIELD NY 11533

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FREQUENCY ELECTRONICS INC [ FEIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP of Manufacturing

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/22/2021		M		5,000	A	$9.7	5,000	D
Common Stock	03/22/2021		F		3,896	D	$12.45	1,104	D
Common Stock	03/22/2021		M		4,000	A	$7.25	4,000	D
Common Stock	03/22/2021		F		2,330	D	$12.45	1,670	D
Common Stock	03/22/2021		M		3,000	A	$8.82	3,000	D
Common Stock	03/22/2021		F		2,126	D	$12.45	874	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Appreciation Rights(1)	$9.7	03/22/2021		M			5,000	04/12/2011	04/12/2021	Common Stock	5,000(1)	$0	19,000	D
Stock Appreciation Rights(1)	$7.25	03/22/2021		M			4,000	12/19/2011	12/19/2021	Common Stock	4,000(1)	$0	15,000	D
Stock Appreciation Rights(1)	$8.82	03/22/2021		M			3,000	10/03/2012	10/03/2022	Common Stock	3,000(1)	$0	12,000	D

Explanation of Responses:

1. The Reporting Person performed a cashless exercise of a Stock Option based on 12,000 shares of Frequency Electronics common stock, receiving 3,648 which is equivalent to the appreciated value of the common stock since the grant date.

	/s/ Steven Bernstein by power of attorney	03/24/2021
	** Signature of Reporting Person	Date
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).
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