Statement of Changes in Beneficial Ownership (4)
July 19 2021 - 11:49AM
Edgar (US Regulatory)
FORM 4
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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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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
*
Bendza Gary Mark |
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) EVP, CFO |
(Last)
(First)
(Middle)
C/O TELOS CORPORATION, 19886 ASHBURN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/19/2021 |
(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 | 7/19/2021 | | A | | 65000 (1) | A | $0 | 65000 | D | |
Common Stock | 7/19/2021 | | A | | 20500 (2) | A | $0 | 85500 | 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 |
Performance-Based RSUs | (3) | 7/19/2021 | | A | | 20500 | | (3) | 12/31/2023 | Common Stock | 20500 | $0 | 20500 | D | |
Explanation of Responses: |
(1) | 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 July 19, 2022, and (2) 50% will vest on July 19, 2023. |
(2) | 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 July 19, 2022, (2) 30% will vest on July 19, 2023, and (3) 40% will vest on July 19, 2024. |
(3) | Each performance-based RSU represents a contingent right to receive one share of Issuer common stock. The performance-based RSUs will vest and be settled in shares of Issuer common stock upon Issuer's common stock (a) trading at or above a market price of $42.50 per share as reported by the NASDAQ Global Market for 20 of 30 consecutive trading days before December 31, 2023, or (b) having a weighted average market price of $42.50 per share as reported by the NASDAQ Global Market over any 30 consecutive trading days before December 31, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bendza Gary Mark C/O TELOS CORPORATION 19886 ASHBURN ROAD ASHBURN, VA 20147 |
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| EVP, CFO |
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Signatures
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/s/ Helen M. Oh, attorney-in-fact | | 7/19/2021 |
**Signature of Reporting Person | Date |
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