Sec Form 13G Filing - Toxford Corp filing for TELOS CORP (TLS) - 2022-02-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TELOS CORPORATION

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

87969B 101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

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).

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

CUSIP No. 87969B 101

Item 1.

(a) Name of Issuer

Telos Corporation

(b) Address of Issuer’s Principal Executive Offices

19886 Ashburn Road

Ashburn, Virginia 20147-2358

Item 2.

(a) Name of Person Filing

This Schedule 13G is being jointly filed by Toxford Corporation, The JRP Settlement, Silex Trust Company Limited, S.O. Clover Management Limited, Ariane Slinger, Odilo Javier Otero, Shirley Porter, Brian Padgett, Oliver Hemmer, and Ronan Kuczaj. Of the 9,540,437 shares of common stock of Telos Corporation covered by this Amendment No. 1 to Schedule 13G, 9,264,804 are held directly by The JRP Settlement and 275,633 are held directly by the estate of John Porter. Brian Padgett is the executor of the estate of John Porter and therefore has sole voting and investment power of the shares of common stock owned by the estate. The JRP Settlement owns 100% of the equity securities of Toxford Corporation, and Silex Trust Company Limited (the “Trustee”) is the trustee of The JRP Settlement. S.O. Clover Management Limited, Ariane Slinger, and Odilo Javier Otero are the directors of Toxford Corporation, and any two together could exercise voting and investment power over the common stock of Telos Corporation previously held by Toxford Corporation, and therefore they had shared voting and investment power over the common stock of Telos Corporation previously held by Toxford Corporation; Ariane Slinger and Odilo Javier Otero together, or either of them with another named signatory of S.O. Clover Management Limited, can act on behalf of S.O. Clover Management Limited, the entity director of Toxford Corporation. Shirley Porter, as the sole Protector of The JRP Settlement, can replace the Trustee and therefore has sole voting and investment power over the common stock of Telos Corporation held by The JRP Settlement. Brian Padgett, Oliver Hemmer, and Ronan Kuczaj are the individuals who can make decisions on behalf of the Trustee and each can act alone in doing so, and therefore they have shared voting and investment power over the common stock of Telos Corporation held by The JRP Settlement.

Toxford Corporation, The JRP Settlement, Silex Trust Company Limited, S.O. Clover Management Limited, Ariane Slinger, Odilo Javier Otero, Shirley Porter, Brian Padgett, Oliver Hemmer, and Ronan Kuczaj have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit A to the original Schedule 13G that is amended by this Amendment No. 1, pursuant to which they agreed to file statements jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. Each of the reporting persons expressly disclaims that they have agreed to act as a group.

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office of Toxford Corporation is MMG Tower 23rd Floor, Avenida Paseo del mar Costa Del Este, Panama City, R1.

The address of the principal business office of The JRP Settlement and Silex Trust Company Limited, is Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.

The address of Shirley Porter, Brian Padgett, Oliver Hemmer, and Ronan Kuczaj is c/o Silex Trust Company Limited, Rue de la Croix d’Or 7, 1204 Geneva, Switzerland.

The address of the principal business office of S.O. Clover Management Limited is Hudsun Chambers, Road Town, Tortola, D8, VG1110.

The address of the principal business office of Ariane Slinger and Odilo Javier Otero is c/o ACE International SA, place de Saint-Gervais 1, PO Box 2049, 1211 Geneva 1, Switzerland.

(c) Citizenship

Toxford Corporation is a Panama corporation.

The JRP Settlement is organized under the laws of the British Virgin Islands.

Silex Trust Company Limited is organized under the laws of the British Virgin Islands.

S.O. Clover Management Limited is organized under the laws of the British Virgin Islands.

Ariane Slinger is a citizen of The Netherlands.

Odilo Javier Otero is a citizen of Switzerland.

Shirley Porter is a citizen of Britain.

Brian Padgett is a citizen of Britain.

Oliver Hemmer is a citizen of Liechtenstein.

Ronan Kuczaj is a citizen of Ireland.

(d) Title of Class of Securities

Common Stock, par value $0.001 per share

(e) CUSIP Number

87969B 101

Not applicable.

The percentages set forth below and in row 11 of the cover page for each Reporting Person is based on 66,755,230 shares of common stock outstanding as of November 8, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 15, 2021.

(a) Amount beneficially owned:

Toxford Corporation – 0 shares

The JRP Settlement – 9,264,804 shares

Silex Trust Company Limited – 9,264,804 shares

S.O. Clover Management Limited – 0 shares

Ariane Slinger – 0 shares

Odilo Javier Otero – 0 shares

Shirley Porter – 9,264,804 shares

Brian Padgett – 9,540,437 shares

Oliver Hemmer – 9,264,804 shares

Ronan Kuczaj – 9,264,804 shares

(b) Percent of class:

Toxford Corporation – 0%

The JRP Settlement – 13.9%

Silex Trust Company Limited – 13.9%

S.O. Clover Management Limited – 0%

Ariane Slinger – 0%

Odilo Javier Otero – 0%

Shirley Porter – 13.9%

Brian Padgett – 14.3%

Oliver Hemmer – 13.9%

Ronan Kuczaj – 13.9%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

Toxford Corporation – 0 shares

The JRP Settlement – 9,264,804 shares

Silex Trust Company Limited – 9,264,804 shares

S.O. Clover Management Limited – 0 shares

Ariane Slinger – 0 shares

Odilo Javier Otero – 0 shares

Shirley Porter – 9,264,804 shares

Brian Padgett – 275,633 shares

Oliver Hemmer – 0 shares

Ronan Kuczaj – 0 shares

(ii) Shared power to vote or to direct the vote:

Toxford Corporation – 0 shares

The JRP Settlement – 0 shares

Silex Trust Company Limited – 0 shares

S.O. Clover Management Limited – 0 shares

Ariane Slinger – 0 shares

Odilo Javier Otero – 0 shares

Shirley Porter – 0 shares

Brian Padgett – 9,264,804 shares

Oliver Hemmer – 9,264,804 shares

Ronan Kuczaj – 9,264,804 shares

(iii) Sole power to dispose or to direct the disposition of:

Toxford Corporation – 0 shares

The JRP Settlement – 9,264,804 shares

Silex Trust Company Limited – 9,264,804 shares

S.O. Clover Management Limited – 0 shares

Ariane Slinger – 0 shares

Odilo Javier Otero – 0 shares

Shirley Porter – 9,264,804 shares

Brian Padgett – 275,633 shares

Oliver Hemmer – 0 shares

Ronan Kuczaj – 0 shares

(iv) Shared power to dispose or to direct the disposition of:

Toxford Corporation – 0 shares

The JRP Settlement – 0 shares

Silex Trust Company Limited – 0 shares

S.O. Clover Management Limited – 0 shares

Ariane Slinger – 0 shares

Odilo Javier Otero – 0 shares

Shirley Porter – 0 shares

Brian Padgett – 9,264,804 shares

Oliver Hemmer – 9,264,804 shares

Ronan Kuczaj – 9,264,804 shares

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

As of December 31, 2021, each of Toxford Corporation, S.O. Clover Management Limited, Ariane Slinger, and Odilo Javier Otero has ceased to be the beneficial owner of any shares of common stock of Telos Corporation.

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.