UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*


Frequency Electronics, Inc.
(Name of Issuer)


Common Stock, par value $1.00
(Title of Class of Securities)


358010106
(CUSIP Number)

Jonathan Brolin
2 Depot Plaza
Bedford Hills
New York 10507
(914) 239-3117
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

July 14, 2017
(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 ss.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 for other parties to whom copies are to be sent.
   
*   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 disclosures provided in a prior cover page.

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).



CUSIP No.
358010106
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Edenbrook Capital, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)  [_]
   
(b)  [_]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
New York
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
1,075,105
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 
 
10.
SHARED DISPOSITIVE POWER
[_]
     
 
1,075,105
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,075,105
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
12.32%
 

14.
TYPE OF REPORTING PERSON
 
     
 
IA, OO
 



CUSIP No.
358010106
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Edenbrook Long Only Value Fund, LP
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)  [_]
   
(b)  [_]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
821,821
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 
 
10.
SHARED DISPOSITIVE POWER
[_]
     
 
821,821
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
821,821
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
9.41%
 

14.
TYPE OF REPORTING PERSON
 
     
 
PN
 



CUSIP No.
358010106
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Jonathan Brolin
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)  [_]
   
(b)  [_]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
1,075,105
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 
 
10.
SHARES DISPOSITIVE POWER
[_]
     
 
1,075,105
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,075,105
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
12.32%
 

14.
TYPE OF REPORTING PERSON
 
     
 
IN
 



CUSIP No.
358010106
   

Item 1.
Security and Issuer.
 

 
This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $1.00 (the "Common Stock"), of Frequency Electronics, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 55 Charles Lindbergh Blvd., Mitchel Field, New York, 11553.
 
     

Item 2.
Identity and Background.
 

 
(a)-(c)
This Schedule 13D is being filed jointly by (i) Edenbrook Capital, LLC ("Edenbrook"), a New York limited liability company, as the investment manager to certain private investment funds, with respect to Common Stock owned by such private investment funds, (ii) Edenbrook Long Only Value Fund, LP (the "Fund"), a Delaware limited partnership, with respect to Common Stock owned by such private investment fund and (iii) Jonathan Brolin ("Mr. Brolin"), a United States citizen and the principal of Edenbrook with respect to the Common Stock owned by such private investment funds (collectively, the "Reporting Persons").
 
Mr. Brolin's present principal occupation or employment is acting as a private investor.  The principal business address of Mr. Brolin, Edenbrook and the Fund is 2 Depot Plaza, Bedford Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment and voting decisions made by Edenbrook.
 

 
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
 
(e)
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 

 
The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $10,374,410.  The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.
 

Item 4.
Purpose of Transaction.

 
No material changes have been made to the Reporting Persons' Item 4 disclosure in the 13D/A previously filed on December 22, 2016 (Amendment No. 2).
 



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 1,075,105 shares of Common Stock, constituting 12.32% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of March 15, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended January 31, 2017 filed by the Issuer on March 17, 2017 and (ii) the Fund may be deemed to be the beneficial owner of 821,821 shares of Common Stock, constituting 9.41% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of March 15, 2017, as set forth in the Quarterly Report on 10-Q for the quarterly period ended January 31, 2017 filed by the Issuer on March 17, 2017.
 
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 1,075,105 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 1,075,105 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 821,821 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 821,821 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 1,075,105 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 1,075,105 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 B.  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.
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
 
 
to Securities of the Issuer.
 

 
This Item is not applicable.
 
     

Item 7.
Material to be Filed as Exhibits.
 

 
Exhibit A:  Joint Filing Agreement
Exhibit B:  Schedule of Transactions in Common Stock
 



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.

 
July 17, 2017
 
(Date)
   
 
Edenbrook Capital, LLC
By:  /s/ Jonathan Brolin
     Jonathan Brolin, Managing Member
 
Edenbrook Long Only Value Fund, LP
By: /s/ Jonathan Brolin
      Managing Member of Edenbrook Capital Partners, LLC
 
Jonathan Brolin
    /s/ Jonathan Brolin
   
   
   
   
   




Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


Exhibit A

AGREEMENT

The undersigned agree that this Amendment to Schedule 13D, dated July 17, 2017, relating to the Common Stock, par value $1.00 of Frequency Electronics, Inc. shall be filed on behalf of the undersigned.


July 17, 2017
-----------------------
(Date)


Edenbrook Capital, LLC
By:  /s/ Jonathan Brolin
     Jonathan Brolin, Managing Member

Edenbrook Long Only Value Fund, LP
By: /s/ Jonathan Brolin
     Managing Member of Edenbrook Capital Partners, LLC

Jonathan Brolin
    /s/ Jonathan Brolin


Exhibit B


Schedule of Transactions in Shares by Private Funds Advised by Edenbrook


Transaction Date
Title of Class
Number of Shares Purchased
Number of Shares Sold
Price per Share
5/17/17
Common Stock
2,355
 
9.75
5/17/17
Common Stock
2,300
 
9.82
5/18/17
Common Stock
4,700
 
9.74
5/18/17
Common Stock
5,000
 
9.70
5/18/17
Common Stock
25,000
 
9.75
5/22/17
Common Stock
1,250
 
9.45
5/23/17
Common Stock
650
 
9.30
6/16/17
Common Stock
100
 
9.30
6/20/17
Common Stock
2,892
 
8.98
6/27/17
Common Stock
908
 
9.21
6/27/17
Common Stock
300
 
9.20
6/28/17
Common Stock
1,731
 
9.17
6/28/17
Common Stock
1,523
 
9.15
6/29/17
Common Stock
510
 
9.30
6/30/17
Common Stock
2,400
 
9.50
7/3/17
Common Stock
242
 
9.29
7/7/17
Common Stock
1,358
 
9.29
7/11/17
Common Stock
1,477
 
8.99
7/11/17
Common Stock
50,000
 
9.00
7/11/17
Common Stock
200
 
9.20
7/12/17
Common Stock
2,500
 
8.50
7/14/17
Common Stock
134,899
 
8.00
7/14/17
Common Stock
74,000
 
8.50
7/14/17
Common Stock
3,296
 
8.43