Edgar Filing: COMTECH TELECOMMUNICATIONS CORP /DE/

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KONOPELKO LARRY

2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [CMTL]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

68 SOUTH SERVICE ROAD, SUITE 230

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2012

(Street)

MELVILLE, NY 11747

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares ⁽¹⁾

⁽²⁾

06/06/2012

1,244

⁽³⁾

Common Stock Par Value $.10 per share

1,244

$ 0

1,244

Stock Option Right to Buy ⁽⁴⁾

$ 29.51

06/06/2012

1,000

06/06/2013

06/06/2022

Common Stock Par Value $.10 per share

1,000

$ 0

65,250

Stock Option Right to Buy ⁽⁴⁾

$ 29.51

06/06/2012

1,000

06/06/2014

06/06/2022

Common Stock Par Value $.10 per share

1,000

$ 0

66,250

Stock Option Right to Buy ⁽⁴⁾

$ 29.51

06/06/2012

1,000

06/06/2015

06/06/2022

Common Stock Par Value $.10 per share

1,000

$ 0

67,250

Stock Option Right to Buy ⁽⁴⁾

$ 29.51

06/06/2012

1,000

06/06/2016

06/06/2022

Common Stock Par Value $.10 per share

1,000

$ 0

68,250

Stock Option Right to Buy ⁽⁴⁾

$ 29.51

06/06/2012

1,000

06/06/2017

06/06/2022

Common Stock Par Value $.10 per share

1,000

$ 0

69,250

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KONOPELKO LARRY 68 SOUTH SERVICE ROAD, SUITE 230 MELVILLE, NY 11747			Senior Vice President

Signatures

Larry M. Konopelko		06/08/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Performance shares are subject to a minimum financial performance criteria for the fiscal year ending July 31, 2013.
(2)	Each share represents the contingent right to receive one share of common stock of Comtech Telecommunications Corp.
(3)	Generally, the performance shares will vest 20% on the date that the Executive Compensation Committee of the Board of Directors of the Company determines that the performance criteria have been met and the remaining 80% will vest 20% per year on the first through fourth anniversaries of that determination date, assuming continued service through the vesting date. Shares of common stock will be distributed as applicable on each vesting date, unless the reporting person makes an election to receive the shares at a later date.
(4)	Option was granted under the Company's 2000 Stock Incentive Plan in consideration of services to be performed by the reporting person after the date of grant.

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