Morgenstern Grantor Remainder Annuity Trust 2020 #2 Victor
Filed: 19 Oct 20, 7:36pm
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/06/2020 | 3. Issuer Name and Ticker or Trading Symbol TELOS CORP [ TLSRP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Preferred Stock, par value $.01 per share(1) | 67,000 | I | By trust - See note(2) |
| Preferred Stock, par value $.01 per share(1) | 40,000 | I | By trust - See note(3) |
| Preferred Stock, par value $.01 per share(1) | 20,000 | I | By trust - See note(4) |
| Preferred Stock, par value $.01 per share(1) | 20,000 | I | By trust - See note(5) |
| Preferred Stock, par value $.01 per share(1) | 20,000 | I | By trust - See note(6) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Telos Corporation (TLSRP) ("Telos"). |
| 2. The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 directly beneficially owns 67,000 shares of Preferred Stock. Victor A. Morgenstern is sole trustee of this trust and is deemed to indirectly own these shares. Victor A. Morgenstern disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 of the Securities Exchange Act of 1934 as amended or the regulations thereunder ("Section 16") or for any other purpose. This trust disclaims beneficial ownership of the shares of Preferred Stock reported in the other rows of this Table 1, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. |
| 3. The Judd Morgenstern Revocable Trust directly beneficially owns 40,000 shares of Preferred Stock. Judd Morgenstern is sole trustee of this trust and is deemed to indirectly beneficially own these shares. Victor A. Morgenstern holds trading authority over the Preferred Stock held by this trust and is deemed to indirectly beneficially own these shares. Each of Judd Morgenstern, personally and as trustee, and Victor A. Morgenstern, disclaims beneficial ownership of these shares except to the extent of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. This trust disclaims beneficial ownership of the shares of Preferred Stock reported in the other rows of this Table 1, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. |
| 4. The Jennifer Morgenstern Irrevocable Trust directly beneficially owns 20,000 shares of Preferred Stock. Jennifer Morgenstern, Robyn Morgenstern and Gary I. Levenstein are the trustees of this trust, and each is deemed to indirectly beneficially own these shares. Each of the trustees disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. This trust disclaims beneficial ownership of the shares of Preferred Stock reported in the other rows of this Table 1, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. |
| 5. The Judd Morgenstern Irrevocable Trust directly beneficially owns 20,000 shares of Preferred Stock. Judd Morgenstern, Jennifer Morgenstern and Gary I. Levenstein are the trustees of this trust, and each is deemed to indirectly beneficially own these shares. Each of the trustees disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. This trust disclaims beneficial ownership of the shares of Preferred Stock reported in the other rows of this Table 1, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. |
| 6. The Robyn Morgenstern Irrevocable Trust directly beneficially owns 20,000 shares of Preferred Stock. Robyn Morgenstern, Judd Morgenstern and Gary I. Levenstein are the trustees of this trust, and each is deemed to indirectly beneficially own these shares. Each of the trustees disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. This trust disclaims beneficial ownership of the shares of Preferred Stock reported in the other rows of this Table 1, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. |
| Remarks: |
| 1. On October 6, 2020, the trusts identified herein entered into a voting and support agreement with the Issuer and certain other holders of Issuer's Preferred Stock representing in the aggregate approximately thirty-two percent (32%) of the outstanding shares of Preferred Stock. No other transaction is reported herein. 2. The Reporting Persons timely filed for EDGAR access codes, however due to a heavy volume of requests and remote working conditions occasioned by the COVID-19 pandemic, the staff of the Securities and Exchange Commission were not able to provide EDGAR access codes to the Reporting Persons until October 19, 2020. Accordingly, the Reporting Persons filed this Form 3 on the earliest feasible date. 3. This Form 3 is the first of two Forms 3 being filed relating to the same event. The information reportable herein has been split into two filings because there are more than ten Reporting Persons in the reporting group and the SEC's EDGAR filing system limits each Form 3 filing to a maximum of ten Reporting Persons. This Form 3 is filed by the following Reporting Persons: a. Victor Morgenstern b. Judd Morgenstern c. Jennifer Morgenstern d. Robyn Morgenstern e. Gary I. Levenstein f. Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 g. Judd Morgenstern Revocable Trust h. Jennifer Morgenstern Irrevocable Trust i. Judd Morgenstern Irrevocable Trust j. Robyn Morgenstern Irrevocable Trust The second Form 3 is filed by the following Reporting Persons: a. Faye Morgenstern b. Antonio Gracias c. Victor A. Morgenstern Grandchildren Trust The aggregate number of shares of Preferred Stock reported as beneficially owned by all Reporting Persons on both Forms 3 is 180,100. Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Victor Morgenstern, by David R. Brown, attorney-in-fact Victor Morgenstern, personally and as Trustee of the following trust: The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 | 10/16/2020 | |
| /s/ Judd Morgenstern, by David R. Brown, attorney-in-fact Judd Morgenstern, personally and as Trustee of the following trusts: The Judd Morgenstern Revocable Trust The Judd Morgenstern Irrevocable Trust The Robyn Morgenstern Irrevocable Trust | 10/16/2020 | |
| /s/ Jennifer Morgenstern, by David R. Brown, attorney-in-fact Jennifer Morgenstern, personally and as Trustee of the following trusts: The Jennifer Morgenstern Irrevocable Trust The Judd Morgenstern Irrevocable Trust | 10/16/2020 | |
| /s/ Robyn Morgenstern, by David R. Brown, attorney-in-fact Robyn Morgenstern, personally and as Trustee of the following trusts: The Robyn Morgenstern Irrevocable TrustThe Jennifer Morgenstern Irrevocable Trust | 10/16/2020 | |
| /s/ Gary I. Levenstein, by David R. Brown, attorney-in-fact Gary I. Levenstein, personally and as Trustee of the following trusts: The Judd Morgenstern Irrevocable Trust The Robyn Morgenstern Irrevocable Trust The Jennifer Morgenstern Irrevocable Trust | 10/16/2020 | |
| ** 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 5 (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. | ||