Mark D. Griffin - 28 May 2024 Form 4 Insider Report for TELOS CORP (TLS)

Role: EVP, Security Solutions
Signature: /s/ Helen M. Oh, attorney-in-fact
Issuer symbol: TLS
Transactions as of: 28 May 2024
Net transactions value: $0
Form type: 4
Filing time: 30 May 2024, 16:42:18 UTC
Previous filing: 20 May 2024
Next filing: 14 Aug 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TLS	Common Stock						1,006,878	28 May 2024	Direct
holding	TLS	Common Stock						12,993	28 May 2024	By 401k 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	+1,052,794		$0.000000	1,052,794	28 May 2024	Common Stock	1,052,794		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) 191,417 units if trading at or above $6.00 per share; (b) 191,417 units if trading at or above $8 per share; (c) 287,126 units if trading at or above $10 per share; and (d) 382,834 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) 191,417 units if trading at or above $6.00 per share; (b) 191,417 units if trading at or above $8 per share; (c) 287,126 units if trading at or above $10 per share; and (d) 382,834 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.