13D Filing: Wynnefield Capital and Telos Corp (TLSRP)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549

SCHEDULE 13D (RULE 13D-101)

Information
to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

(Amendment No. 19)

Telos Corporation

(Name of Issuer)

12%
Cumulative Exchangeable Redeemable Preferred Stock,
Par Value $0.01 Per Share

 (Title of Class of Securities)

87969B200

(CUSIP Number of Class
of Securities)

Wynnefield Partners Small
Cap Value, L.P.

450 Seventh Avenue, Suite
509

New York, New York 10123

Attention: Mr. Nelson
Obus

(Name, Address and Telephone
Number of Person Authorized to

Receive Notices and Communications)

Copy to:

Frank
S. Jones, Jr., Esquire
Whiteford, Taylor & Preston L.L.P.
Seven Saint Paul Street

Baltimore, Maryland 21202

(410) 347-8700

March
21, 2018

(Date of Event Which
Requires Filing of this Statement)

If the filing person has previously filed a Statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box …

(continued on following
pages)

* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

This Amendment No.
19 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities
and Exchange Commission (the “Commission”) on June 24, 1997, as amended by Amendment No. 1 filed on June 22, 1998; as
further amended by Amendment No. 2 filed on December 18, 2003; as further amended by Amendment No. 3 filed on April 21, 2004;
as further amended by Amendment No. 4 filed on April 1, 2005; as further amended by Amendment No. 5 filed on May 9, 2005; as further
amended by Amendment No. 6 filed on February 9, 2006; as further amended by Amendment No. 7 filed on June 5, 2006; as further
amended by Amendment No. 8 filed on February 12, 2007; as further amended by Amendment No. 9 filed on February 21, 2007; as further
amended by Amendment No. 10 filed on February 27, 2007; as further amended by Amendment No. 11 filed on August 15, 2013; as further
amended by Amendment No. 12 filed on October 30, 2013; as further amended by Amendment No. 13 filed on November 27, 2013; as further
amended by Amendment No. 14 filed on May 12, 2014; as further amended by Amendment No. 15 filed on June 4, 2014; as further amended
by Amendment No. 16 filed on July 20, 2015; as further amended by Amendment No. 17 filed on November 17, 2015; and as further
amended by Amendment No. 18 filed on March 9, 2018 (collectively, the “Wynnefield Schedule 13D”), filed by Wynnefield
Partners Small Cap Value, L.P. (the “Partnership”), Wynnefield Small Cap Value Offshore Fund, Ltd. (the “Fund”),
Wynnefield Partners Small Cap Value, L.P. I (the “Partnership-I”), Wynnefield Capital Management, LLC (“WCM”),
Wynnefield Capital, Inc. (“WCI” or “Wynnefield Capital”), the Wynnefield Capital, Inc. Profit Sharing Plan
(the “Plan”), Nelson Obus (“Mr. Obus”) and Joshua Landes (“Mr. Landes” and, collectively with the
Partnership, the Fund, the Partnership-I, WCM, WCI, the Plan and Mr. Obus the “Wynnefield Reporting Persons”), with
respect to the shares of 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $0.01 per share (the “Preferred
Shares”, “Preferred Stock” or “TLSRP”), of Telos Corporation, a Maryland corporation with its principal
executive offices located at 19886 Ashburn Road, Ashburn, Virginia 20147-2358 (“Telos”, the “Company”
or the “Issuer”). All defined terms refer to terms defined herein or in the Wynnefield Schedule 13D. The information
contained in this Amendment is as of the date hereof, unless otherwise expressly provided herein.

This Amendment No.
19 amends Item 4 as set forth below.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4. “Purpose of Transaction.”
appearing in the Wynnefield Schedule 13D is supplemented by adding the following statement from Wynnefield Capital to the end of
such item:

On
March 21, 2018, William H. Alderman was appointed, effective March 21, 2018, to serve as a member of the Issuer’s Board
of Directors. Under the Issuer’s Articles of Incorporation, as amended and restated to date (the
“Charter”), the holders of Preferred Stock are entitled to elect two
members to the Issuer’s Board of Directors, designated as “Class D
Directors.”  On March 9, 2018, one of the two Class D Directors, Seth Hamot, notified the Issuer of his
resignation as a Class D Director. On March 21, 2018, the remaining Class D Director, Andrew
R. Siegel, exercised his appointive power under the Charter to fill the vacancy caused by Mr. Hamot’s resignation.
Accordingly, Mr. Siegel and Mr. Alderman currently serve as the two Class D Directors and each will hold office until the
next annual meeting of stockholders and until his successor is elected and qualified. Previously, on March 7, 2018,
Wynnefield Partners Small Cap Value, L.P. notified the Issuer of its intention to propose the nomination of Mr. Alderman to
serve as a Class D Director at the upcoming 2018 annual meeting of the Issuer’s stockholders in accordance with the
advance notice requirements set forth in the Issuer’s Bylaws. If no other notices of potential nominations for Class D
Directors are timely received by the Issuer in accordance with the requirements of its Bylaws, Wynnefield Partners Small Cap
Value, L.P. may choose not to propose the nomination of Mr. Alderman at the 2018 annual meeting.

As of the date
of this Amendment and other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans,
proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of
Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review critically their investment in the Issuer on a
continuing basis, and to the extent permitted by law, may seek to engage in discussions with other shareholders and/or with
management and the Issuer’s Board of Directors concerning the business, operations or future plans of the
Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels
of the shares of the Preferred Stock or the Issuer’s other securities, conditions in the securities markets and general
economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Preferred
Stock or the Issuer’s other securities, selling shares of Preferred Stock or the Issuer’s other securities,
engaging in short selling of or any hedging or similar transaction with respect to the Preferred Stock or the Issuer’s
other securities, and taking any other action with respect to the Issuer, the Preferred Stock or any of its other securities
in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4 including, without limitation, nominating individuals to serve as members of the Issuer’s Board
of Directors.

THE
above item 4 information is intended only to respond to the requirements of ITEM 4 of this Schedule 13D. In no event shall
such INFORMATION constitute: (i) a request for a proxy, (ii) any
request that any party execute (or not execute), or to revoke, a proxy; (iii) a
communication INTENDED OR calculated to result in the procurement, withholding or revocation of a proxy or (iV) any other
activity or communication constituting the solicitation of a proxy under Rule 14a-1 promulgated under Section 14 of the
Securities Exchange Act of 1934, as amended.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

SIGNATURE

After reasonable inquiry
and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment is true,
complete and correct.

Dated: March 26, 2018.

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital
Management, LLC,

its General Partner

By:
/s/ Nelson Obus                                         

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
I

By: Wynnefield Capital Management, LLC,

its General Partner

By:
/s/ Nelson Obus                                         

Nelson
Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND,
LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By:
/s/ Nelson Obus                                         

Nelson Obus, President

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By:
/s/ Nelson Obus                                         

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.

By:
/s/ Nelson Obus                                      

  Nelson Obus, Authorized Signatory

WYNNEFIELD
CAPITAL, INC.

By:
/s/ Nelson Obus                                         

Nelson Obus, President

/s/
Nelson Obus                                         

Nelson
Obus, Individually

/s/
Joshua H. Landes                                 

Joshua H. Landes, Individually