John B. Wood - May 28, 2024 Form 4 Insider Report for TELOS CORP (TLS)

Role: Chairman and CEO, Director
Signature: /s/ Helen M. Oh, attorney-in-fact
Stock symbol: TLS
Transactions as of: May 28, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/30/2024, 04:43 PM
Previous filing: May 16, 2024
Next filing: Aug 14, 2024

Transactions Table

Type	Sym	Class	Shares After	Date	Ownership
holding	TLS	Common Stock	4.87M	May 28, 2024	Direct
holding	TLS	Common Stock	772K	May 28, 2024	By LLC
holding	TLS	Common Stock	190K	May 28, 2024	By 401(k) plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TLS	Performance-Based RSUs	Award	$0	+3.64M		$0.00	3.64M	May 28, 2024	Common Stock	3.64M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. A specified number of performance-based RSUs will vest and be settled in shares of Issuer common stock upon Issuers common stock trading at or above a certain market price per share for 50 consecutive calendar days before December 31, 2026, as reported by the NASDAQ Global Market: (a) 660,925 units if trading at or above $6.00 per share; (b) 660,925 units if trading at or above $8 per share; (c) 991,388 units if trading at or above $10 per share; and (d) 1,321,851 units if trading at or above $12 per share. The reporting person may achieve one or more of these criteria. The Compensation Committee shall determine whether the performance criteria were met. The performance criteria are subject to equitable adjustment by the Compensation Committee in the event of the occurrence of extraordinary or unusual events, including without limitation acquisitions or dispositions.
F2	See Footnote 1.

Content

Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. A specified number of performance-based RSUs will vest and be settled in shares of Issuer common stock upon Issuers common stock trading at or above a certain market price per share for 50 consecutive calendar days before December 31, 2026, as reported by the NASDAQ Global Market: (a) 660,925 units if trading at or above $6.00 per share; (b) 660,925 units if trading at or above $8 per share; (c) 991,388 units if trading at or above $10 per share; and (d) 1,321,851 units if trading at or above $12 per share. The reporting person may achieve one or more of these criteria. The Compensation Committee shall determine whether the performance criteria were met. The performance criteria are subject to equitable adjustment by the Compensation Committee in the event of the occurrence of extraordinary or unusual events, including without limitation acquisitions or dispositions.

See Footnote 1.