Statement of Changes in Beneficial Ownership (4)
March 25 2021 - 7:28PM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MALLOY BRENDAN D |
2. Issuer Name and Ticker or Trading Symbol
TELOS CORP
[
TLS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Cyber Ops |
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(Last)
(First)
(Middle)
C/O TELOS CORPORATION, 19886 ASHBURN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/23/2021 |
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(Street)
ASHBURN, VA 20147
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/23/2021 | | G | | 400000 | D | $0 | 610263 | D | |
| Common Stock | 3/23/2021 | | G |
V
| 175000 | A | $0 | 175000 (1) | I | Held by Spouse |
| Common Stock | 3/23/2021 | | G | | 225000 | A | $0 | 225000 (2) | I | By LLC |
| Common Stock | 3/23/2021 | | G | | 175000 | D | $0 | 0 (2) | I | Held by Spouse |
| Common Stock | 3/23/2021 | | G | | 175000 | A | $0 | 400000 (2) | I | By LLC |
| Common Stock | | | | | | | | 17319 | I | by 401(k) plan |
| Common Stock | | | | | | | | 20000 (3) | D | |
| Common Stock | | | | | | | | 40000 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | This transaction involved a gift of securities by the reporting person to his spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose. |
| (2) | The shares are held by 33 Black, LLC, a limited liability company of which the reporting person is the manager and of which the reporting person and his spouse are the only members. The reporting person disclaims beneficial ownership of the securities and the filing of the report is not an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or otherwise. |
| (3) | These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) 30% will vest on January 21, 2022, (2) 30% will vest on January 20, 2023, and (3) 40% will vest on January 19, 2024. |
| (4) | These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) 50% will vest on January 21, 2022, and (2) 50% will vest on January 20, 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MALLOY BRENDAN D
C/O TELOS CORPORATION
19886 ASHBURN ROAD
ASHBURN, VA 20147 |
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| SVP, Cyber Ops |
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Signatures
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| /s/ Helen M. Oh, attorney-in-fact | | 3/25/2021 |
| **Signature of Reporting Person | Date |
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