Filing Details
- Accession Number:
- 0001104659-20-127961
- Form Type:
- 13D Filing
- Publication Date:
- 2020-11-20 16:16:38
- Filed By:
- Wynnefield Capital
- Company:
- Telos Corp (OTCMKTS:TLS)
- Filing Date:
- 2020-11-20
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Wynnefield Partners Small Cap Value | 165,760 | 0 | 165,760 | 0 | 165,760 | 5.2% |
| Wynnefield Small Cap Value Offshore Fund, Ltd | 112,549 | 0 | 112,549 | 0 | 112,549 | 3.5% |
| Wynnefield Partners Small Cap Value | 261,456 | 0 | 261,456 | 0 | 261,456 | 8.2% |
| Nelson Obus | 0 | 554,765 | 0 | 554,765 | 554,765 | 17.4% |
| Joshua H. Landes | 0 | 554,765 | 0 | 554,765 | 554,765 | 17.4% |
| Wynnefield Capital Management | 427,216 | 0 | 427,216 | 0 | 427,216 | 13.4% |
| Wynnefield Capital, Inc | 127,549 | 0 | 127,549 | 0 | 127,549 | 3.9% |
| Wynnefield Capital, Inc. Profit Sharing Plan | 15,000 | 0 | 15,000 | 0 | 15,000 | 0.5% |
| Minerva Advisors | 153,343 | 122,608 | 153,343 | 122,608 | 275,951 | 8.7% |
| Minerva Group | 153,343 | 0 | 153,343 | 0 | 153,343 | 4.8% |
| Minerva GP | 153,343 | 0 | 153,343 | 0 | 153,343 | 4.8% |
| Minerva GP, Inc | 153,343 | 0 | 153,343 | 0 | 153,343 | 4.8% |
| David P. Cohen | 160,776 | 122,608 | 160,776 | 122,608 | 283,384 | 8.9% |
| Victor Morgenstern Grantor Remainder Annuity Trust | 67,000 | 0 | 67,000 | 0 | 180,100 | 5.7% |
| Judd Morgenstern Revocable Trust | 40,000 | 0 | 0 | 40,000 | 180,100 | 5.7% |
| Jennifer Morgenstern Irrevocable Trust | 20,000 | 0 | 0 | 20,000 | 180,100 | 5.7% |
| Judd Morgenstern Irrevocable Trust | 20,000 | 0 | 0 | 20,000 | 180,100 | 5.7% |
| Robyn Morgenstern Irrevocable Trust | 20,000 | 0 | 0 | 20,000 | 180,100 | 5.7 14. TYPE OF REPORTING PERSON OO (1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust . The Robyn Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons. 1. NAME OF REPORTING PERSON Victor A. Morgenstern Grandchildren Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) Reporting Person is affiliated with other persons 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 13,100 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,100 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7 14. TYPE OF REPORTING PERSON OO (1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust . The Victor A. Morgenstern Grandchildren Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons. 1. NAME OF REPORTING PERSON Victor Morgenstern 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) Reporting Person is affiliated with other persons 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 67,000(1) 8. SHARED VOTING POWER 53,100 (1) 9. SOLE DISPOSITIVE POWER 67,000(1) 10. SHARED DISPOSITIVE POWER 53,100 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,100 (2) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% |
| Victor A. Morgenstern Grandchildren Trust | 13,100 | 0 | 0 | 13,100 | 180,100 | 5.7% |
| Victor Morgenstern | 67,000 | 53,100 | 67,000 | 53,100 | 180,100 | 5.7% |
| Faye Morgenstern | 0 | 13,100 | 0 | 13,100 | 180,100 | 5.7% |
| Judd Morgenstern | 40,000 | 40,000 | 0 | 80,000 | 180,100 | 5.7% |
| Jennifer Morgenstern | 0 | 40,000 | 0 | 40,000 | 180,100 | 5.7% |
| Robyn Morgenstern | 0 | 40,000 | 0 | 40,000 | 180,100 | 5.7% |
| Antonio Gracias | 0 | 13,100 | 0 | 13,100 | 180,100 | |
| Gary I. Levenstein | 0 | 60,000 | 0 | 60,000 | 180,100 |
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. 2)*
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)
Nelson Obus
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
(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
November 12, 2020
(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 ¨
* 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).
| 1. | NAME OF REPORTING PERSON:
Wynnefield Partners Small Cap Value, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-3688497 |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):‚ ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
165,760 shares (See Item 5) |
| 8. | SHARED VOTING POWER
-0- (See Item 5) | |
| 9. | SOLE DISPOSITIVE POWER
165,760 shares (See Item 5) | |
| 10. | SHARED DISPOSITIVE POWER
-0- (See Item 5) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,760 (See Item 5) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% (See Item 5) |
| 14. | TYPE OF REPORTING PERSON
PN |
| 1. | NAME OF REPORTING PERSON:
Wynnefield Small Cap Value Offshore Fund, Ltd. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
112,549 shares (See Item 5) |
| 8. | SHARED VOTING POWER
-0- (See Item 5) | |
| 9. | SOLE DISPOSITIVE POWER
112,549 shares (See Item 5) | |
| 10. | SHARED DISPOSITIVE POWER
-0- (See Item 5) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,549 shares (See Item 5) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (See Item 5) |
| 14. | TYPE OF REPORTING PERSON
CO |
| 1. | NAME OF REPORTING PERSON:
Wynnefield Partners Small Cap Value, L.P. I |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
261,456 shares (See Item 5) |
| 8. | SHARED VOTING POWER
-0- (See Item 5) | |
| 9. | SOLE DISPOSITIVE POWER
261,456 shares (See Item 5) | |
| 10. | SHARED DISPOSITIVE POWER
-0- (See Item 5) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,456 shares (See Item 5) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2% (See Item 5) |
| 14. | TYPE OF REPORTING PERSON
PN |
| 1. | NAME OF REPORTING PERSON:
Nelson Obus |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
AF (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
-0- shares (See Item 5) (1) |
| 8. | SHARED VOTING POWER
554,765 (See Item 5) (1) | |
| 9. | SOLE DISPOSITIVE POWER
-0- shares (See Item 5)(1) | |
| 10. | SHARED DISPOSITIVE POWER
554,765 (See Item 5) (1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,765 shares (See Item 5)(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (See Item 5)(1) |
| 14. | TYPE OF REPORTING PERSON
IN |
| (1) | Mr. Obus may be deemed to have an indirect beneficial ownership in such shares through his positions as a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital Management, LLC holds an indirect beneficial ownership interest in 427,216 shares which are directly owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in both 112,549 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. and 15,000 shares which are directly beneficially owned by the Wynnefield Capital, Inc. Profit Sharing Plan. As Mr. Joshua H. Landes is also a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc., Mr. Obus shares voting and dispositive power with Mr. Landes with regard to any shares beneficially owned by Wynnefield Capital Management, LLC and Wynnefield Capital, Inc. |
| 1. | NAME OF REPORTING PERSON:
Joshua H. Landes |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
AF (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
-0- shares (See Item 5) (1) |
| 8. | SHARED VOTING POWER
554,765 (See Item 5) (1) | |
| 9. | SOLE DISPOSITIVE POWER
-0- shares (See Item 5)(1) | |
| 10. | SHARED DISPOSITIVE POWER
554,765 (See Item 5) (1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,765 shares (See Item 5) (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (See Item 5) (1) |
| 14. | TYPE OF REPORTING PERSON
IN |
| (1) | Mr. Landes may be deemed to have an indirect beneficial ownership in such shares through his positions as a managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital Management, LLC holds an indirect beneficial ownership interest in 427,216 shares which are directly owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in both 112,549 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. and 15,000 shares which are directly beneficially owned by the Wynnefield Capital, Inc. Profit Sharing Plan. As Nelson Obus is also a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc., Mr. Landes shares voting and dispositive power with Mr. Obus with regard to any shares beneficially owned by Wynnefield Capital Management, LLC and Wynnefield Capital, Inc. |
| 1. | NAME OF REPORTING PERSON:
Wynnefield Capital Management LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
AF (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
427,216 shares (See Item 5) (1) |
| 8. | SHARED VOTING POWER
-0- (See Item 5) | |
| 9. | SOLE DISPOSITIVE POWER
427,216 shares (See Item 5) (1) | |
| 10. | SHARED DISPOSITIVE POWER
-0- (See Item 5) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,216 shares (See Item 5) (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4% (See Item 5) (1) |
| 14. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
| (1) | Wynnefield Capital Management, LLC, as the general partner of both Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. |
| 1. | NAME OF REPORTING PERSON:
Wynnefield Capital, Inc. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
AF (SEE ITEM 3) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
127,549 shares (See Item 5)(1) |
| 8. | SHARED VOTING POWER
-0- (See Item 5) | |
| 9. | SOLE DISPOSITIVE POWER
127,549 shares (See Item 5)(1) | |
| 10. | SHARED DISPOSITIVE POWER
-0- (See Item 5) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,549 shares (See Item 5)(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% (See Item 5)(1) |
| 14. | TYPE OF REPORTING PERSON
CO |
| (1) | Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., holds an indirect beneficial interest in 112,549 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. Wynnefield Capital, Inc., as the sole investment manager of the Wynnefield Capital, Inc. Profit Sharing Plan, also holds an indirect beneficial interest in 15,000 shares which are directly beneficially owned by the Wynnefield Capital, Inc. Profit Sharing Plan. |
| 1. | NAME OF REPORTING PERSON:
Wynnefield Capital, Inc. Profit Sharing Plan |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
N/A |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
15,000 shares (See Item 5)(1) |
| 8. | SHARED VOTING POWER
-0- (See Item 5) | |
| 9. | SOLE DISPOSITIVE POWER
15,000 shares (See Item 5)(1) | |
| 10. | SHARED DISPOSITIVE POWER
-0- (See Item 5) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000 shares (See Item 5)(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (See Item 5)(1) |
| 14. | TYPE OF REPORTING PERSON
EP |
| 1. | NAME OF REPORTING PERSON:
Minerva Advisors LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. |
| 8. | SHARED VOTING POWER
122,608 | |
| 9. | SOLE DISPOSITIVE POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. | |
| 10. | SHARED DISPOSITIVE POWER
122,608 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,951 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% |
| 14. | TYPE OF REPORTING PERSON
IA |
| 1. | NAME OF REPORTING PERSON:
Minerva Group, LP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
153,343
|
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. | |
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 7,433 shares of the Issuer owned individually and is also deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
This reporting person is deemed a beneficial owner of the 4.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 0.2% of the shares of the Issuer owned individually and is also deemed a beneficial owner of the 8.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 14. | TYPE OF REPORTING PERSON
PN |
| 1. | NAME OF REPORTING PERSON:
Minerva GP, LP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. | |
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 7,433 shares of the Issuer owned individually and is also deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
This reporting person is deemed a beneficial owner of the 4.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 0.2% of the shares of the Issuer owned individually and is also deemed a beneficial owner of the 8.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 14. | TYPE OF REPORTING PERSON
PN |
| 1. | NAME OF REPORTING PERSON:
Minerva GP, Inc. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. | |
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,343
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 7,433 shares of the Issuer owned individually and is also deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
This reporting person is deemed a beneficial owner of the 4.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 0.2% of the shares of the Issuer owned individually and is also deemed a beneficial owner of the 8.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 14. | TYPE OF REPORTING PERSON
CO |
| 1. | NAME OF REPORTING PERSON:
David P. Cohen |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
160,776
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. |
| 8. | SHARED VOTING POWER
122,608
David P. Cohen is deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC. | |
| 9. | SOLE DISPOSITIVE POWER
160,776
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also the beneficial owner of 7,433 shares of the Issuer owned individually. | |
| 10. | SHARED DISPOSITIVE POWER
122,608
David P. Cohen is deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,384
This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 7,433 shares of the Issuer owned individually and is also deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
This reporting person is deemed a beneficial owner of the 4.8% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is the beneficial owner of 0.2% of the shares of the Issuer owned individually and is also deemed a beneficial owner of the 8.8% of the shares of the Issuer beneficially owned by Minerva Advisors LLC. |
| 14. | TYPE OF REPORTING PERSON
IN |
| 1. | NAME OF REPORTING PERSON:
Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
67,000 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
67,000 | |
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% |
| 14. | TYPE OF REPORTING PERSON
OO |
(1) Includes 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 (“Victor Morgenstern GRAT”) disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.
| 1. | NAME OF REPORTING PERSON:
Judd Morgenstern Revocable Trust |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
40,000 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
40,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% |
| 14. | TYPE OF REPORTING PERSON
OO |
(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Judd Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.
| 1. | NAME OF REPORTING PERSON:
Jennifer Morgenstern Irrevocable Trust |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
20,000 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% |
| 14. | TYPE OF REPORTING PERSON
OO |
(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Jennifer Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.
| 1. | NAME OF REPORTING PERSON:
Judd Morgenstern Irrevocable Trust |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
20,000 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
20,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% |
| 14. | TYPE OF REPORTING PERSON
OO |
(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 40,000 Shares owned by the Judd Morgenstern Revocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Judd Morgenstern Irrevocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.
| 1. | NAME OF REPORTING PERSON:
Robyn Morgenstern Irrevocable Trust |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
20,000 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
20,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7 |
| 14. | TYPE OF REPORTING PERSON
OO |
(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Robyn Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.
| 1. | NAME OF REPORTING PERSON:
Victor A. Morgenstern Grandchildren Trust |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
13,100 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
13,100 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7 |
| 14. | TYPE OF REPORTING PERSON
OO |
| (1) | Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust. The Victor A. Morgenstern Grandchildren Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons. |
| 1. | NAME OF REPORTING PERSON:
Victor Morgenstern |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
67,000(1) |
| 8. | SHARED VOTING POWER
53,100 (1) | |
| 9. | SOLE DISPOSITIVE POWER
67,000(1) | |
| 10. | SHARED DISPOSITIVE POWER
53,100 (1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Victor Morgenstern has sole voting and dispositive power with respect to the Shares owned by the Victor A. Morgenstern GRAT. Victor Morgenstern holds trading authority over 40,000 Shares held by the Judd Morgenstern Revocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust.
(2) Includes 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Victor Morgenstern disclaims beneficial ownership of all Shares owned by the Victor Morgenstern GRAT and the Judd Morgenstern Revocable Trust, except to the extent of his pecuniary interests therein.
| 1. | NAME OF REPORTING PERSON:
Faye Morgenstern |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 |
| 8. | SHARED VOTING POWER
13,100(1) | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2) |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Faye Morgenstern shares voting and dispositive power with respect to the Shares owned by the Victor A. Morgenstern Grandchildren Trust.
(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust. Faye Morgenstern disclaims beneficial ownership of the Shares owned by the Victor A. Morgenstern Grandchildren Trust, except to the extent of her pecuniary interest therein.
| 1. | NAME OF REPORTING PERSON:
Judd Morgenstern |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
40,000(1) |
| 8. | SHARED VOTING POWER
40,000(1) | |
| 9. | SOLE DISPOSITIVE POWER
0(1) | |
| 10. | SHARED DISPOSITIVE POWER
80,000(1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2) |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Judd Morgenstern has sole voting and shared dispositive power with respect to 40,000 Shares owned by the Judd Morgenstern Revocable Trust and shares voting and dispositive power with respect to 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust.
(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Judd Morgenstern disclaims beneficial ownership of the Shares owned by the Judd Morgenstern Revocable Trust, the Robyn Morgenstern Irrevocable Trust and the Judd Morgenstern Irrevocable Trust, except to the extent of his pecuniary interests therein.
| 1. | NAME OF REPORTING PERSON:
Jennifer Morgenstern |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES | 7. | SOLE VOTING POWER
0 |
| 8. | SHARED VOTING POWER
40,000(1) | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
40,000(1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2) |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Jennifer Morgenstern shares voting and dispositive power with respect to 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust and 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust.
(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Jennifer Morgenstern disclaims beneficial ownership of the Shares owned by the Jennifer Morgenstern Irrevocable Trust and the Judd Morgenstern Irrevocable Trust, except to the extent of her pecuniary interests therein.
| 1. | NAME OF REPORTING PERSON:
Robyn Morgenstern |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 |
| 8. | SHARED VOTING POWER
40,000(1) | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
40,000(1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2) |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Robyn Morgenstern shares voting and dispositive power with respect to 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust.
(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Robyn Morgenstern disclaims beneficial ownership of the Shares owned by the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust, except to the extent of her pecuniary interests therein.
| 1. | NAME OF REPORTING PERSON:
Antonio Gracias |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
0 |
| 8. | SHARED VOTING POWER
13,100(1) | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
13,100(1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2) |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Solely by virtue of his service as a co-trustee, Antonio Gracias shares voting and dispositive power with respect to the 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust.
(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Antonio Gracias disclaims beneficial ownership of all Shares owned by the Victor A. Morgenstern Grandchildren Trust, except to the extent of his pecuniary interest therein.
| 1. | NAME OF REPORTING PERSON:
Gary I. Levenstein |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ Reporting Person is affiliated with other persons |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS
WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES | 7. | SOLE VOTING POWER
0 |
| 8. | SHARED VOTING POWER
60,000(1) | |
| 9. | SOLE DISPOSITIVE POWER
0 | |
| 10. | SHARED DISPOSITIVE POWER
60,000(1) |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,100(2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%(2) |
| 14. | TYPE OF REPORTING PERSON
IN |
(1) Solely by virtue of his service as a co-trustee, Gary Levenstein shares voting and dispositive power with respect to 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust.
(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Gary Levenstein disclaims beneficial ownership of all Shares owned by the Judd Morgenstern Irrevocable Trust, the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust, except to the extent of his pecuniary interest therein.
Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission on October 6, 2020 (the “Original Schedule 13D”), as previously amended by Amendment No. 1 thereto filed on October 26, 2020 (“Amendment No. 1” and, together with the Original Schedule 13D and this Amendment No. 2, collectively the “Schedule 13D”) regarding shares of 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Shares”, “Preferred Stock” or “ERPS”), of Telos Corporation, a Maryland corporation (the “Issuer” or “Telos”).
As disclosed in the Original Schedule 13D, on October 6, 2020 the individual members of the ERPS Group executed a Voting and Support Agreement (the “Voting Agreement”) pursuant to which each member, among other things, independently agreed to vote their Preferred Stock in favor of a proposed amendment (the “Charter Amendment”) to the Articles of Incorporation of the Issuer, as amended and restated to date, in order to facilitate the automatic conversion of, and payment for, all shares of Preferred Stock in connection with a proposed underwritten initial public offering of the Issuer’s Common Stock (the “IPO”). Under the Voting Agreement, all obligations of the parties thereunder automatically terminate upon, among other things, the acceptance for record of the Charter Amendment by the Department of Assessments and Taxation for the State of Maryland. On November 12, 2020, the Department of Assessments and Taxation for the State of Maryland accepted for record the Charter Amendment.
Consequently, the sole purposes of this Amendment are to disclose that: (i) all obligations of all parties under the Voting Agreement have terminated in accordance with the terms thereof and (ii) to the extent that ERPS Group signatories to the Voting Agreement may have been deemed to have formed a group under Rule 13d-5(b) under Section 13(d)(3) of the Securities Exchange Act of 1934, such group status has terminated.
All defined terms refer to terms defined herein or defined in the instructions to Schedule 13D. All Preferred Stock share ownership information is provided as of the November 12, 2020 reporting event. All other information contained in this Amendment is as of the date hereof, unless otherwise expressly provided herein. Each Reporting Person on whose behalf this Schedule 13D filing is made is individually eligible to use Schedule 13D.
This Amendment amends Item 6 as set forth below.
| ITEM 1. | SECURITY AND ISSUER |
No change or amendment.
| Item 2. | IDENTITY AND BACKGROUND |
No change or amendment.
| Item 3. | Source and Amount of Funds or Other Consideration. |
No change or amendment.
| ITEM 4. | PURPOSE OF TRANSACTION. |
No change or amendment.
| ITEM 5. | INTERESTS IN SECURITIES OF THE ISSUER. |
No change or amendment.
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of Issuer |
As noted in the Explanatory Note above, this Amendment is being filed to provide notice of the termination in full of all obligations under the Voting Agreement.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
No change or amendment.
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment Number Two to Schedule 13D is true, complete and correct.
Dated: November 20, 2020.
WYNNEFIELD REPORTING PERSONS:
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 | |
MINERVA REPORTING PERSONS:
MINERVA ADVISORS LLC
Date: November 20, 2020
| By: | David P. Cohen, President |
| By: | /s/ David P. Cohen | |
| Name: | David P. Cohen | |
| Title: | President | |
MINERVA GROUP, LP
Date: November 20, 2020
| By: | MINERVA GP, LP, its General Partner |
| By: | MINERVA GP, INC., its General Partner |
| By: | David P. Cohen, President |
| By: | /s/ David P. Cohen | |
| Name: | David P. Cohen | |
| Title: | President | |
MINERVA GP, LP
Date: November 20, 2020
| By: | MINERVA GP, INC., its General Partner |
| By: | David P. Cohen, President |
| By: | /s/ David P. Cohen | |
| Name: | David P. Cohen | |
| Title: | President | |
MINERVA GP, INC.
Date: November 20, 2020
| By: | David P. Cohen, President |
| By: | /s/ David P. Cohen | |
| Name: | David P. Cohen | |
| Title: | President | |
DAVID P. COHEN
Date: November 20, 2020
| By: | /s/ David P. Cohen | |
| Name: | David P. Cohen | |
| Title: | President | |
MORGENSTERN REPORTING PERSONS:
| Faye Morgenstern | |
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
| Judd Morgenstern | |
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
| Victor Morgenstern | |
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
| Antonio Gracias | |
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
| Gary Levenstein | |
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
Jennifer Morgenstern Irrevocable Trust
Jennifer Morgenstern
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
* Signed under authority contained in a Power of Attorney dated October 8, 2020 previously filed as Exhibit 3 filed as Exhibit 3 to Amendment No. 1. The address of the Attorney-in-Fact is c/o Nixon Peabody LLP, 70 West Madison Street, Chicago, IL 60602.
Robyn Morgenstern Irrevocable Trust
Robyn Morgenstern
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
Judd Morgenstern Irrevocable Trust
Judd Morgenstern
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2
Victor Morgenstern
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
The Victor A. Morgenstern Grandchildren Trust
Faye Morgenstern, Trustee
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
Antonio Gracias, Trustee
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
* Signed under authority contained in a Power of Attorney dated October 8, 2020 previously filed as Exhibit 3 to Amendment No. 1. The address of the Attorney-in-Fact is c/o Nixon Peabody LLP, 70 West Madison Street, Chicago, IL 60602.
JUDD MORGENSTERN REVOCABLE TRUST
Judd Morgenstern, Trustee
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
Jennifer Morgenstern
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
Robyn Morgenstern
| /s/ David R. Brown | |
| Name: David R. Brown Title: Attorney-In-Fact* | |
| Date: November 20, 2020 | |
* Signed under authority contained in a Power of Attorney dated October 8, 2020 previously filed as Exhibit 3 to Amendment No. 1. The address of the Attorney-in-Fact is c/o Nixon Peabody LLP, 70 West Madison Street, Chicago, IL 60602.