MFCO Microwave Filter Company Inc (PK)

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on January 22, 2018, as amended on June 11, 2018 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

Item 5 is amended and restated in its entirety as follows:

(a)        The aggregate percentage of the outstanding shares of Common Stock reported owned by each Reporting Person is based upon 2,579,509 shares of Common Stock outstanding as of February 1, 2019, as reported in the Company’s Form 10-Q for the quarter ended December 31, 2018.

As of the close of business on April 25, 2019:

(i)       Capital beneficially owns 96,953 shares of Common Stock constituting approximately 3.8% of the shares of Common Stock outstanding.

(ii)        Holding beneficially owns 0 shares of Common Stock held by Capital, of which Holding is the general partner, constituting 0% of the shares of Common Stock outstanding; and

(iii)        Mr. Zeff beneficially owns 0 shares of Common Stock constituting 0% of the shares of Common Stock outstanding;

(b)        Capital has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 96,953 shares of Common Stock reported herein as being beneficially owned by it, which power is exercisable by Mr. Zeff as the sole manager of Holding, Capital’s general partner.

(c)       Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.

(d)       No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e)       On April 24, 2019, the Reporting Persons ceased to beneficially own more than five percent of the Common Stock.

Schedule A

Transactions by the Reporting Persons in the Past 60 Days

The following table sets forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons that have not previously been disclosed by the Reporting Persons on a statement of Schedule 13D, inclusive of any transactions effected through 4:00 p.m., Eastern time, on April 25, 2019. Unless otherwise indicated, all such transactions were effected in the open market.

SIGNATURES

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.

Dated: April 26, 2019

/s/ Daniel Zeff

Daniel Zeff

ZEFF HOLDING COMPANY, LLC

By: /s/ Daniel Zeff

Name: Daniel Zeff

Title: Manager

ZEFF CAPITAL, L.P.

By: Zeff Holding Company, LLC,

as general partner

By: /s/ Daniel Zeff

Name: Daniel Zeff

Title: Manager