SEC Form SC 13D/A filed by Frequency Electronics, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 11)

Frequency Electronics, Inc.

(Name of Issuer)

Common Stock, par value $1.00

(Title of Class of Securities)

358010106

(CUSIP Number)

Jonathan Brolin

116 Radio Circle, Suite 202

Mount Kisco, New York 10549

(914) 239-3117

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 28, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on 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).

This Amendment No. 11 ("Amendment No. 11") amends and supplements the statements on Schedule 13D/A filed with the Securities and Exchange Commission (the "SEC") on April 9, 2018 (the "Amended 13D/A"), the Amendment No. 9 filed with the SEC on December 17, 2019 ("Amendment No. 9") and the Amendment No. 10 filed with the SEC on April 6, 2020 ("Amendment No.10") and together with the Amended 13D/A, Amendment No. 9, Amendment No. 10 and Amendment No. 11, the ("Schedule 13D"), with respect to the Common Stock, par value $1.00 (the "Common Stock") of Frequency Electronics, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No.11 have the meanings set forth in the Schedule 13D. This Amendment No. 11 amends Items 3 and 5 as set forth below.

Item 3. Source and Amount of Funds or Other Considerations

The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $17,601,094. The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.

Item 5. Interest in Securities of the Issuer

(a)-(c) As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 1,846,373 shares of Common Stock, constituting 19.97% of the shares of Common Stock, based upon 9,245,940 shares of Common Stock outstanding as of September 10, 2021, as set forth in the Form 10-Q filed by the Issuer on September 14, 2021 and (ii) the Fund may be deemed to be the beneficial owner of 1,574,869 shares of Common Stock, constituting 17.03% of the shares of Common Stock, based upon 9,245,940 shares of Common Stock outstanding as of September 10, 2021, as set forth in the Form 10-Q filed by the Issuer on September 14, 2021.

Edenbrook has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of  1,846,373 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of  1,846,373 shares of Common Stock.

The Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,574,869 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,574,869 shares of Common Stock.

Mr. Brolin has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,846,373 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,846,373 shares of Common Stock.

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit A. All such transactions were carried out in open market transactions.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

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.

Page 7

Exhibit A

Schedule of Transactions in Shares by Private Funds Advised by Edenbrook