| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TELECOMMUNICATION SYSTEMS INC /FA/ [ TSYS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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) | $3.61 | 03/26/2015 | A | 295,000 | (1) | 03/26/2025 | Class A Common Stock | 295,000 | $3.61 | 2,279,290 | D | ||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 4,444,052 | 4,444,052 | D | ||||||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 141,440 | 141,440 | I | By Children(3) | |||||||
| Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 215,753 | 215,753 | I | By Trust(4) | |||||||
| Explanation of Responses: |
| 1. On March 26, 2015, 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 four 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. |
| 2. The shares of Class B Common Stock are convertible, at any time, at the option of the holder, into shares of Class A Common Stock on a one-for-one basis. |
| 3. These shares are held by Mr. Tose's children. Mr. Tose disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Tose is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. |
| 4. These shares are held in an irrevocable trust for the benefit of Mr. Tose's children. Mr. Tose is the settlor and Mr. Tose's spouse is the trustee of the trust. Mr. Tose disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Tose is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. |
| Remarks: |
| /s/ Bruce A. White, by power-of-attorney | 04/02/2015 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
