Sec Form 3 Filing - Minerva Advisors LLC @ TELOS CORP - 2020-10-06

FORM 3 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 Minerva Advisors LLC 2. Issuer Name and Ticker or Trading Symbol TELOS CORP [ TLSRP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% Group (Last) (First) (Middle) 50 MONUMENT ROAD, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 10/06/2020 (Street) BALA CYNWYD, PA19004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Preferred Stock, par value $.01 per share ( 1 ) 122,608 I ( 2 ) See footnote (2) Preferred Stock, par value $.01 per share ( 1 ) 153,343 I ( 3 ) See footnote (3) Preferred Stock, par value $.01 per share ( 1 ) 7,433 I ( 4 ) See footnote (4)

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Minerva Advisors LLC 50 MONUMENT ROAD SUITE 201 BALA CYNWYD, PA19004 X Member of 10% Group MINERVA GROUP L P 50 MONUMENT ROAD SUITE 201 BALA CYNWYD, PA19004 X Member of 10% Group Minerva GP, LP 50 MONUMENT ROAD SUITE 201 BALA CYNWYD, PA19004 X Member of 10% Group Minerva GP, Inc. 50 MONUMENT ROAD SUITE 201 BALA CYNWYD, PA19004 X Member of 10% Group Cohen David P. 50 MONUMENT ROAD SUITE 201 BALA CYNWYD, PA19004 X Member of 10% Group Signatures Minerva Advisors LLC, by /s/David P. Cohen, President 10/16/2020 Signature of Reporting Person Date Minerva Group, LP, by Minerva GP, LP, its GP, by Minerva GP, Inc., its GP, by /s/David P. Cohen, President 10/16/2020 Signature of Reporting Person Date Minerva GP, LP, by Minerva GP, Inc., its GP, by /s/David P. Cohen, President 10/16/2020 Signature of Reporting Person Date Minerva GP, Inc., by /s/David P. Cohen, President 10/16/2020 Signature of Reporting Person Date /s/David P. Cohen 10/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )12% Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Telos Corporation (TLSRP) ("Telos"). ( 2 )Minerva Advisors LLC ("Minerva Advisors") beneficially owns 122,608 shares of Preferred Stock. David P. Cohen, as President and sole member of Minerva Advisors, is also deemed the beneficial owner of such 122,608 shares of Preferred Stock. ( 3 )Minerva Group, LP ("Minerva Group") is the direct beneficial owner of 153,343 shares of Preferred Stock. Minerva GP, LP ("Minerva GP"), as the General Partner of Minerva Group, Minerva GP, Inc. ("Minerva Inc"), as the General Partner of Minerva GP, David P. Cohen, as President and sole owner of Minerva Inc, and Minerva Advisers, as the investment adviser to Minerva Group, are also deemed the beneficial owner of such 153,343 shares of Preferred Stock. ( 4 )David P. Cohen is the direct beneficial owner of 7,433 shares of Preferred Stock. Mr. Cohen, as the President of Minerva Advisors, is also the indirect beneficial owner of the 122,608 shares of Preferred Stock beneficially owned by Minerva Advisors; and, as the President of Minerva Group, is also the indirect beneficial owner of the 153,343 shares of Preferred Stock beneficially owned by Minerva Group.

Remarks: On October 6, 2020, Minerva Advisors, Minerva Group, Minerva GP, Minerva Inc and David P. Cohen (collectively, the "Reporting Persons") entered into a voting and support agreement with Telos and certain other holders of the Preferred Stock representing in the aggregate approximately 32% of the outstanding shares of Preferred Stock. No other transaction is reported herein.The Reporting Persons disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. The filing of his statement shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.

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).

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