Comarco (CMRO) Form 4 COMARCO / ALAN S PARSOW 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^*

ELKHORN PARTNERS LIMITED PARTNERSHIP

(Last) (First) (Middle)

2222 SKYLINE DRIVE

(Street)

ELKHORN NE 68022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMARCO INC [ CMRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2017

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

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

	Form filed by One Reporting Person
X	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

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
Series A Contingent Convertible Preferred Stock	(1)	09/12/2017		P		2,000,000		(1)	(1)	Common Stock	2,000,000	(1)	2,000,000	D(2)
Rights to be Issued Warrants	$0.05	09/12/2017		J(1)		7,210,600		(1)	(1)	Common Stock	7,210,600	(1)	7,210,600	D(2)
Rights to be Issued Warrants	$0.05	09/12/2017		J(1)		0		(1)	(1)	Common Stock	0	(1)	7,210,600	I	See footnote(3)
Series A Contingent Convertible Preferred Stock	(1)	09/12/2017		P		0		(1)	(1)	Common Stock	0	(1)	2,000,000	I	See footnote(3)

1. Name and Address of Reporting Person^*

ELKHORN PARTNERS LIMITED PARTNERSHIP

(Last) (First) (Middle)

2222 SKYLINE DRIVE

(Street)

ELKHORN NE 68022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PARSOW ALAN S

(Last) (First) (Middle)

2222 SKYLINE DRIVE

(Street)

ELKHORN NE 68022

(City) (State) (Zip)

Explanation of Responses:

1. On September 12, 2017, Elkhorn Partners Limited Partnership ("EPLP") purchased 2,000,000 shares of the Issuer's Series A Contingent Convertible Preferred Stock, no par value per share (the "Series A Preferred Stock"), in a private transaction with the Issuer at a purchase price of $0.10 per share. Pursuant to the terms of the Issuer's Amended and Restated Certificate of Determination of Preferences of Series A Contingent Convertible Preferred Stock ("Certificate of Determination"), which was filed as Exhibit 3.2 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission ("SEC") on September 13, 2017, immediately upon the occurrence of any "Triggering Event" (as defined in the Certificate of Determination), each share of Series A Preferred Stock held by EPLP will automatically convert into one share of the Issuer's common stock (subject to adjustment for stock splits and similar transactions). In addition, pursuant to the terms of the subscription agreement pursua

2. These securities are owned by EPLP, which is a Reporting Person.

3. These securities are owned solely by EPLP, which is a member of a "group" with Alan S. Parsow, the sole manager of Parsow Management, LLC, the general partner of EPLP. Mr. Parsow may be deemed to beneficially own, but only to the extent he has a pecuniary interest in, these securities. Mr. Parsow disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Elkhorn Partners Limited Partnership by : Parsow Management, LLC, General Partner by: Alan S. Parsow, Sole Manager	09/14/2017
	** 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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