Sec Form 4 Filing - Nakazawa Michele @ TELOS CORP - 2021-03-24

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
Nakazawa Michele
2. Issuer Name and Ticker or Trading Symbol
TELOS CORP [ TLS]
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)
19886 ASHBURN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/24/2021
(Street)
ASHBURN, VA20147
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
Common Stock 03/24/2021 G 198,000 D $ 0 303,198 D
Common Stock 03/24/2021 G V 99,000 A $ 0 99,000 ( 1 ) I Held by Spouse
Common Stock 03/24/2021 G 99,000 A $ 0 939,000 ( 2 ) I By LLC
Common Stock 03/24/2021 G 99,000 D $ 0 0 ( 2 ) I Held by Spouse
Common Stock 03/24/2021 G 99,000 A $ 0 1,137,000 I By LLC
Common Stock 126,105.5 I by 401(k) plan
Common Stock 36,179 ( 3 ) D
Common Stock 50,000 ( 4 ) D
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
Nakazawa Michele
19886 ASHBURN ROAD
ASHBURN, VA20147
EVP, CFO
Signatures
/s/ Helen M. Oh, attorney-in-fact 03/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction involved a gift of securities by the reporting person to her spouse. The reporting person disclaims beneficial ownership of the shares held by her spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of her spouse's shares for purposes of Section 16 or for any other purpose.
( 2 )The shares are held by the Nakazawa Family Investment, LLC, a limited liability company of which the reporting person and her spouse are the managers and of which the reporting person, her spouse and certain family trusts 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.

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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