SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Comtech Telecommunications Corp.
(Name of Issuer)
Common stock, par value $0.10 per share
(Title of Class of Securities)
205826209
(CUSIP Number)
January 22, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 205826209
1 | NAME OF REPORTING PERSON Wolverine Flagship Fund Trading Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| | |
| 5 | SOLE VOTING POWER |
| | |
NUMBER OF | 6 | SHARED VOTING POWER |
SHARES | | 868,080 |
BENEFICIALLY | | |
OWNED BY | 7 | SOLE DISPOSITIVE POWER |
EACH | | |
REPORTING | 8 | SHARED DISPOSITIVE POWER |
PERSON WITH | | 868,080 |
| | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (see Item 4) |
12 | TYPE OF REPORTING PERSON OO |
CUSIP No.: 205826209
1 | NAME OF REPORTING PERSON Wolverine Asset Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois |
| | |
| 5 | SOLE VOTING POWER |
| | |
NUMBER OF | 6 | SHARED VOTING POWER |
SHARES | | 868,080 |
BENEFICIALLY | | |
OWNED BY | 7 | SOLE DISPOSITIVE POWER |
EACH | | |
REPORTING | 8 | SHARED DISPOSITIVE POWER |
PERSON WITH | | 868,080 |
| | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (see Item 4) |
12 | TYPE OF REPORTING PERSON IA |
CUSIP No.: 205826209
1 | NAME OF REPORTING PERSON Wolverine Holdings, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois |
| | |
| 5 | SOLE VOTING POWER |
| | |
NUMBER OF | 6 | SHARED VOTING POWER |
SHARES | | 868,080 |
BENEFICIALLY | | |
OWNED BY | 7 | SOLE DISPOSITIVE POWER |
EACH | | |
REPORTING | 8 | SHARED DISPOSITIVE POWER |
PERSON WITH | | 868,080 |
| | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (see Item 4) |
12 | TYPE OF REPORTING PERSON HC |
CUSIP No.: 205826209
1 | NAME OF REPORTING PERSON Wolverine Trading Partners, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois |
| | |
| 5 | SOLE VOTING POWER |
| | |
NUMBER OF | 6 | SHARED VOTING POWER |
SHARES | | 868,080 |
BENEFICIALLY | | |
OWNED BY | 7 | SOLE DISPOSITIVE POWER |
EACH | | |
REPORTING | 8 | SHARED DISPOSITIVE POWER |
PERSON WITH | | 868,080 |
| | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (see Item 4) |
12 | TYPE OF REPORTING PERSON CO/HC |
CUSIP No.: 205826209
1 | NAME OF REPORTING PERSON Christopher L. Gust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen |
| | |
| 5 | SOLE VOTING POWER |
| | |
NUMBER OF | 6 | SHARED VOTING POWER |
SHARES | | 868,080 |
BENEFICIALLY | | |
OWNED BY | 7 | SOLE DISPOSITIVE POWER |
EACH | | |
REPORTING | 8 | SHARED DISPOSITIVE POWER |
PERSON WITH | | 868,080 |
| | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (see Item 4) |
12 | TYPE OF REPORTING PERSON IN |
CUSIP No.: 205826209
1 | NAME OF REPORTING PERSON Robert R. Bellick I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen |
| | |
| 5 | SOLE VOTING POWER |
| | |
NUMBER OF | 6 | SHARED VOTING POWER |
SHARES | | 868,080 |
BENEFICIALLY | | |
OWNED BY | 7 | SOLE DISPOSITIVE POWER |
EACH | | |
REPORTING | 8 | SHARED DISPOSITIVE POWER |
PERSON WITH | | 868,080 |
| | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% (see Item 4) |
12 | TYPE OF REPORTING PERSON IN |
CUSIP No.: 205826209
| Comtech Telecommunications Corp. |
ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| 68 South Service Road, Suite 230Melville, NY 11747 |
ITEM 2(a). | NAME OF PERSON FILING: |
| Wolverine Flagship Fund Trading LimitedWolverine Asset Management, LLCWolverine Holdings, L.P.Wolverine Trading Partners, Inc.Christopher L. GustRobert R. Bellick |
ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| c/o Wolverine Asset Management, LLC175 West Jackson Blvd., Suite 340Chicago, IL 60604 |
| Wolverine Flagship Fund Trading Limited – Cayman Islands Wolverine Asset Management, LLC – Illinois Wolverine Holdings, L.P. – Illinois Wolverine Trading Partners, Inc. – Illinois Christopher L. Gust – US Citizen Robert R. Bellick – US Citizen |
ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common stock, par value $0.10 per share |
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
| (a) | o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
| (b) | o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | o An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| (f) | o An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| (g) | o A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
| (h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o 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) | o A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
| (k) | o Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
| | Wolverine Flagship Fund Trading Limited (the “Fund”) beneficially owns convertible notes that are convertible into 868,080 shares of the common stock of the Issuer. Wolverine Asset Management, LLC (“WAM”) is the investment manager of the Fund and has voting and dispositive power over the securities described above. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. Each of Mr. Bellick, Mr. Gust, WTP, Wolverine Holdings and WAM disclaims beneficial ownership of the securities covered by this Schedule 13G. |
| | 5.1% Each of the Fund, WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust may be deemed the beneficial owner of 5.1% of the Issuer’s outstanding shares of common stock, which percentage was calculated by dividing 868,080 (the number of shares of common stock deemed held by the Fund) by the sum of (i) 16,065,500 (the number of shares of common stock outstanding as of December 5, 2013, as reported in the Issuer’s most recent Form 10-Q filed on December 9, 2013) and (ii) 868,080 (the number of shares of common stock receivable by upon conversion of the convertible notes held by the Fund). |
| | |
| (c) | Number of shares as to which the person has: |
| | (i) Sole power to vote or to direct the vote: |
| | 0 |
| | (ii) Shared power to vote or to direct the vote: Upon conversion of the convertible notes, each of the Fund, WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust would have shared power to vote or direct the vote of the 868,080 shares of the common stock of the Issuer described in Item 4(a) above. |
| | (iii) Sole power to dispose or to direct the disposition of: |
| | 0 |
| | (iv) Shared power to dispose or to direct the disposition of: Each of the Fund, WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust have shared power to dispose or to direct the disposition of the 868,080 shares of the common stock of the Issuer described in Item 4(a) above. |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 30, 2014
| Wolverine Flagship Fund Trading Limited |
| |
| /s/ Kenneth L. Nadel |
| Signature |
| |
| Kenneth L. Nadel, Director |
| Name/Title |
| |
| Wolverine Asset Management, LLC |
| |
| /s/ Kenneth L. Nadel |
| Signature |
| |
| Kenneth L. Nadel, Chief Operating Officer |
| Name/Title |
| |
| Wolverine Holdings, L.P. |
| |
| /s/Christopher L. Gust |
| Signature |
| |
| Christopher L. Gust, Managing Director |
| Name/Title |
| |
| Wolverine Trading Partners, Inc. |
| |
| /s/Christopher L. Gust |
| Signature |
| |
| Christopher L. Gust, Authorized Signatory |
| Name/Title |
| |
| /s/Christopher L. Gust |
| Christopher L. Gust |
| |
| /s/ Robert R. Bellick |
| Robert R. Bellick |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the joint filing on behalf of each of them of a statement on Schedule 13G (including any amendments thereto) with respect to the Common Stock, par value $0.10 per share, of Comtech Telecommunications Corp. and further agrees that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 30, 2014.
| Wolverine Flagship Fund Trading Limited |
| |
| /s/ Kenneth L. Nadel |
| Signature |
| |
| Kenneth L. Nadel, Director |
| Name/Title |
| |
| Wolverine Asset Management, LLC |
| |
| /s/ Kenneth L. Nadel |
| Signature |
| |
| Kenneth L. Nadel, Chief Operating Officer |
| Name/Title |
| |
| Wolverine Holdings, L.P. |
| |
| /s/Christopher L. Gust |
| Signature |
| |
| Christopher L. Gust, Managing Director |
| Name/Title |
| |
| Wolverine Trading Partners, Inc. |
| |
| /s/Christopher L. Gust |
| Signature |
| |
| Christopher L. Gust, Authorized Signatory |
| Name/Title |
| |
| /s/Christopher L. Gust |
| Christopher L. Gust |
| |
| /s/ Robert R. Bellick |
| Robert R. Bellick |