Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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 control number.
CUSIP No. |
87969B200 |
1 | NAMES OF REPORTING PERSONS: | ||||
Minerva Advisors LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) [ ] | |||||
(b) [ ] | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Minerva Advisors LLC - Deleware Minerva Group, LP - Deleware Minerva GP, LP - Deleware Minerva GP, Inc. - Pennsylvania David P. Cohen - U.S. Citizen |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER: | |||
Minerva Advisors LLC* - 153,343 *Each of these reporting persons 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. |
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6 | SHARED VOTING POWER: | ||||
Minerva Advisors LLC - 126,266 **David P. Cohen is deemed a beneficial owner of the 126,266 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
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7 | SOLE DISPOSITIVE POWER: | ||||
Minerva Advisors LLC* - 153,343 *Each of these reporting persons 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. |
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8 | SHARED DISPOSITIVE POWER: | ||||
Minerva Advisors LLC - 126,266 **David P. Cohen is deemed a beneficial owner of the 126,266 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
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9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
Minerva Advisors LLC* - 279,609 Minerva Group, LP - 153,343 Minerva GP, LP* - 153,343 Minerva GP, Inc.* - 153,343 David P. Cohen* - 287,042 *Each of these reporting persons 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 279,609 shares of the Issuer beneficially owne d by Minerva Advisors LLC. |
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10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
[ ] | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
Minerva Advisors LLC* - 8.8% *Each of these reporting persons 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. Based on a total of 3,185,586 shares of the Issuer's 12% Cumulative Exchangeable Redeemable Preferred Stock outstanding as of September 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2019. |
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12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
Minerva Advisors LLC - IA Minerva Group, LP - PN Minerva GP, LP - PN Minerva GP, Inc. - CO David P. Cohen - IN |
Item 1(a)
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Name of Issuer. | |
Telos Corporation | ||
Item 1(b)
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Address of Issuers Principal Executive Offices. | |
19886 Ashburn Road Ashburn, VA 20147 |
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Item 2(a)
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Name of Person Filing. | |
Minerva Advisors LLC Minerva Group, LP Minerva GP, LP Minerva GP, Inc. David P. Cohen |
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Item 2(b)
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Address of Principal Business Office or, if none, Residence. | |
50 Monument Road, Suite 201 Bala Cynwyd, PA 19004 |
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Item 2(c)
|
Citizenship. | |
David P. Cohen is a U.S. Citizen. Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law. Minerva GP, Inc. is organized under Pennsylvania law. |
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Item 2(d)
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Title of Class of Securities. | |
12% Cumulative Exchangeable Redeemable Preferred Stock | ||
Item 2(e)
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CUSIP Number. | |
87969B200 |
Item 3 | This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c). | |||
Item 4 | Ownership. | |||
(a) | Amount
beneficially owned:
Minerva Advisors LLC* - 279,609 *Each of these reporting persons 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 279,609 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
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(b) | Percent of Class: Minerva Advisors LLC* - 8.8% *Each of these reporting persons 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. Based on a total of 3,185,586 shares of the Issuer's 12% Cumulative Exchangeable Redeemable Preferred Stock outstanding as of September 30, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2019. |
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(c) | Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: Minerva Advisors LLC* - 153,343 *Each of these reporting persons 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. (ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 126,266 **David P. Cohen is deemed a beneficial owner of the 126,266 shares of the Issuer beneficially owned by Minerva Advisors LLC. (iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 153,343 *Each of these reporting persons 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. |
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(iv) Shared power to dispose or to direct the disposition of: Minerva Advisors LLC - 126,266 **David P. Cohen is deemed a beneficial owner of the 126,266 shares of the Issuer beneficially owned by Minerva Advisors LLC. |
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Item 5 | Ownership of Five Percent or Less of a Class. | |||
Not applicable. | ||||
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. | |||
Not applicable. | ||||
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person. | |||
Not applicable. | ||||
Item 8 | Identification and Classification of Members of the Group. | |||
Not applicable. | ||||
Item 9 | Notice of Dissolution of Group. | |||
Not applicable. | ||||
Item 10 | Certification. | |||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
MINERVA ADVISORS LLC | ||||||
Date: February 11, 2020 | ||||||
By: | David P. Cohen, President | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue | ||||||
Suite 1102 | ||||||
White Plains, NY 10601 | ||||||
MINERVA GROUP, LP | ||||||
Date: February 11, 2020 | ||||||
By: | MINERVA GP, LP, its General Partner | |||||
By: | MINERVA GP, INC., its General Partner | |||||
By: | David P. Cohen, President | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue | ||||||
Suite 1102 | ||||||
White Plains, NY 10601 | ||||||
MINERVA GP, LP | ||||||
Date: February 11, 2020 | ||||||
By: | MINERVA GP, INC., its General Partner | |||||
By: | David P. Cohen, President | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue | ||||||
Suite 1102 | ||||||
White Plains, NY 10601 | ||||||
MINERVA GP, INC. | ||||||
Date: February 11, 2020 | ||||||
By: | David P. Cohen | |||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue | ||||||
Suite 1102 | ||||||
White Plains, NY 10601 | ||||||
DAVID P. COHEN | ||||||
Date: February 11, 2020 | ||||||
By: | /s/ Beth N. Lowson | |||||
Name: Beth N. Lowson | ||||||
Title: Attorney-In-Fact | ||||||
The Nelson Law Firm, LLC | ||||||
445 Hamilton Avenue | ||||||
Suite 1102 | ||||||
White Plains, NY 10601 | ||||||
By: | /s/ David P. Cohen | |
David P. Cohen | ||