Sec Form 4 Filing - LORELLO TIMOTHY JAMES @ TELECOMMUNICATION SYSTEMS INC /FA/ - 2014-02-14

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
LORELLO TIMOTHY JAMES
2. Issuer Name and Ticker or Trading Symbol
TELECOMMUNICATION SYSTEMS INC /FA/ [ TSYS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP & CMO
(Last) (First) (Middle)
C/O TELECOMMUNICATION SYSTEMS, INC., 275 WEST STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2014
(Street)
ANNAPOLIS, MD21401
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 02/14/2014 A 52,258 D $ 0 ( 1 ) 209,192 D
Class A Common Stock 02/18/2014 S 5,500 D $ 2.22 203,692 D
Class A Common Stock 02/20/2014 S 4,500 D $ 2.17 199,192 D
Class A Common Stock 236,849 I By Trust ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 2.21 02/14/2014 A 6,250 ( 3 ) 02/15/2024 Class A Common Stock 6,250 $ 2.21 562,721 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LORELLO TIMOTHY JAMES
C/O TELECOMMUNICATION SYSTEMS, INC.
275 WEST STREET
ANNAPOLIS, MD21401
Sr. VP & CMO
Signatures
/s/ Bruce A. White, by power-of-attorney 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 14, 2014, the Compensation Committee of the Board of Directors granted the Reporting Person the reported number of Restricted Shares of Issuer's Class A Common Stock. Shares are restricted from transfer until vested. The shares will vest over three equal annual installments beginning one year after the date of the grant, subject only to continued service of the Reporting Person to the Issuer. As of the date hereof, none of these shares is vested.
( 2 )These shares are held in an irrevocable trust for the benefit of the Reporting Person's spouse and children. The Reporting Person is the settlor and the Reporting Person's spouse is the trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 3 )On February 14, 2014, the Compensation Committee of the Board of Directors granted the Reporting Person options to acquire the reported number of shares of Class A Common Stock. The options vest over three equal annual installments beginning one year after the date of the grant, subject only to continued service of the Reporting Person to the Issuer. As of the date hereof, none of these options is vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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