RADN Radyne Corp (MM)

Item 1.

Security and Issuer

This Amendment No. 5 to Schedule 13D (“ Amendment No. 4 ”) relates to the Common Stock, par value $0.001 per share (the “ Common Stock ”), of Radyne Corporation, a Delaware corporation (the “ Company ”), which has its principal executive offices at 3138 East Elwood Street, Phoenix, Arizona 85034.  This Amendment No. 5 amends and supplements, as set forth below, the information contained in Items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on July 26, 2007, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with respect to the Company on September 12, 2007, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with respect to the Company on November 7, 2007, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with respect to the Company on November 16, 2007, and Amendment No. 4 to Schedule 13D filed by the Reporting Persons with respect to the Company on December 17, 2007 (as so amended, the “ Schedule 13D ”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 5, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 5.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended to read in its entirety as follows:

The total purchase price for the 1,743,979 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of February 12, 2008 was approximately $17,483,359 , and the total purchase price for the 1,495,825 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $14,991,372.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “ Partnerships ”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  None of the shares of Common Stock beneficially owned by the Reporting Persons currently serves as collateral for any such margin loans.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following as the eighth paragraph thereof:

On February 13, 2008, Discovery Equity Partners sent to the Company a notice pursuant to the Company’s Amended and Restated Bylaws stating that Discovery Equity Partners proposes to nominate Daniel J. Donoghue and Michael R. Murphy for election to the Board of Directors of the Company at the Company’s 2008 Annual Meeting of Stockholders.  The notice provided to the Company information concerning Messrs. Donoghue and Murphy and certain other matters required by the Bylaws.  In the notice, Discovery Equity Partners stated that it was submitting the notice to the Company in furtherance of its publicly stated intention to nominate candidates for election to the Company’s Board of Directors at the Company’s 2008 Annual Meeting, because of its belief that the Board of Directors of the Company has refused to consider offers to purchase the Company that would provide a significant premium to shareholders of the Company.  Discovery Equity Partners further stated that each of its nominees intends, if elected a director of the Company, to support the Company proactively exploring all strategic alternatives available to it, in the interest of all of its shareholders.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended to read in its entirety as follows:

The information concerning percentages of ownership set forth below is based on 18,711,437 shares of Common Stock reported outstanding as of November 1, 2007 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended September 30, 2007.

Discovery Equity Partners beneficially owns 1,495,825 shares of Common Stock as of February 12, 2008, which represents approximately 8.0% of the outstanding Common Stock.

Discovery Group beneficially owns 1,743,979 shares of Common Stock as of February 12, 2008, which represents approximately 9.3% of the outstanding Common Stock.

Mr. Donoghue beneficially owns 1,743,979 shares of Common Stock as of February 12, 2008, which represents approximately 9.3% of the outstanding Common Stock.

Mr. Murphy beneficially owns 1,743,979 shares of Common Stock as of February 12, 2008, which represents approximately 9.3% of the outstanding Common Stock.

Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.

Transactions in the Common Stock effected by the Reporting Persons during the past 60 days are set forth on Exhibit 4 hereto.

No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended to read in its entirety as follows:

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 5 included as Exhibit 1 to this Amendment No. 5, and the Powers of Attorney granted by Messrs. Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 2 and Exhibit 3 , respectively, to this Amendment No. 5.

Item 7.

Material to be Filed as Exhibits

Exhibit 1:

Joint Filing Agreement dated as of February 13, 2008, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2:

Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006.

Exhibit 3:

Power of Attorney of Michael R. Murphy, dated as of August 24, 2006.

Exhibit 4:

Transactions of Reporting Persons in the Common Stock in the Last 60 Days

February 13, 2008

Date

DISCOVERY GROUP I, LLC,

for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.

Michael R. Murphy*

Signature

Michael R. Murphy, Managing Member

Name/Title

Daniel J. Donoghue*

Signature

Daniel J. Donoghue

Name/Title

Michael R. Murphy*

Signature

Michael R. Murphy

Name/Title

*By:  /s/ Robert M. McLennan

Robert M. McLennan

Attorney-in-Fact for Daniel J. Donoghue

Attorney-in-Fact for Michael R. Murphy

Exhibit 1

Joint Filing Agreement dated as of February 13, 2008, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2

Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006.

Exhibit 3

Power of Attorney of Michael R. Murphy, dated as of August 24, 2006.

Exhibit 4

Transactions of Reporting Persons in the Common Stock in the Last 60 Days