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 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 the securities, and for any subsequent amendment containing information which would alter the disclosure 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).
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Toxford Corporation | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Panama | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
0 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
0 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
0% | |||||
| (12) | Type of Reporting Person (See Instructions)
FI | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
The JRP Settlement | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
9,264,804 shares | ||||
| (6) | Shared Voting Power
0 shares | |||||
| (7) | Sole Dispositive Power
9,264,804 shares | |||||
| (8) | Shared Dispositive Power
0 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,264,804 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
13.9% | |||||
| (12) | Type of Reporting Person (See Instructions)
FI | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Silex Trust Company Limited | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
9,264,804 shares | ||||
| (6) | Shared Voting Power
0 shares | |||||
| (7) | Sole Dispositive Power
9,264,804 shares | |||||
| (8) | Shared Dispositive Power
0 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,264,804 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
13.9% | |||||
| (12) | Type of Reporting Person (See Instructions)
FI | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
S.O. Clover Management Limited | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
0 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
0 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
0% | |||||
| (12) | Type of Reporting Person (See Instructions)
FI | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Ariane Slinger | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
0 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
0 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
0% | |||||
| (12) | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Odilo Javier Otero | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Switzerland | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
0 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
0 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
0% | |||||
| (12) | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Shirley Porter | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Britain | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
9,264,804 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
9,264,804 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,264,804 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
13.9% | |||||
| (12) | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Brian Padgett | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Britain | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
275,633 shares | ||||
| (6) | Shared Voting Power
9,264,804 shares | |||||
| (7) | Sole Dispositive Power
275,633 shares | |||||
| (8) | Shared Dispositive Power
9,264,804 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,540,437 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
14.3% | |||||
| (12) | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Oliver Hemmer | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Liechtenstein | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
9,264,804 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
9,264,804 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,264,804 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
13.9% | |||||
| (12) | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 87969B 101
| (1) |
Names of Reporting Persons.
Ronan Kuczaj | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Ireland | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
(5) | Sole Voting Power
0 shares | ||||
| (6) | Shared Voting Power
9,264,804 shares | |||||
| (7) | Sole Dispositive Power
0 shares | |||||
| (8) | Shared Dispositive Power
9,264,804 shares | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,264,804 shares | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
13.9% | |||||
| (12) | Type of Reporting Person (See Instructions)
IN | |||||
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
| Item 3. | |
Not applicable.
| Item 4. | Ownership. |
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
| Item 5. | Ownership of Five Percent or Less of a Class. |
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.
| 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. |
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. | Certifications. |
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.
| Date: |
02/03/2022 |
TOXFORD CORPORATION | ||||||||||
| By: | /s/ Ariane Slinger | |||||||||||
| Name: | Ariane Slinger | |||||||||||
| Title: | Director | |||||||||||
| Date: | 02/03/2022 |
THE JRP SETTLEMENT | ||||||||||
| By: | Silex Trust Company Limited, Trustee | |||||||||||
| By: | /s/ Brian Padgett | |||||||||||
| Name: | Brian Padgett | |||||||||||
| Title: | Director | |||||||||||
| Date: | 02/03/2022 |
SILEX TRUST COMPANY LIMITED | ||||||||||
| By: | /s/ Brian Padgett | |||||||||||
| Name: | Brian Padgett | |||||||||||
| Title: | Director | |||||||||||
| Date: | 02/03/2022 |
S.O. CLOVER MANAGEMENT LIMITED | ||||||||||
| By: | /s/ Ariane Slinger | |||||||||||
| Name: | Ariane Slinger | |||||||||||
| Title: | Director | |||||||||||
| Date: | 02/03/2022 |
/s/ Ariane Slinger | ||||||||||
| Ariane Slinger | ||||||||||||
| Date: | 02/03/2022 |
/s/ Odilo Javier Otero | ||||||||||
| Odilo Javier Otero | ||||||||||||
| Date: | 02/03/2022 |
/s/ Shirley Porter | ||||||||||
| Shirley Porter | ||||||||||||
| Date: | 02/03/2022 |
/s/ Brian Padgett | ||||||||||
| Brian Padgett | ||||||||||||
| Date: | 02/03/2022 |
/s/ Oliver Hemmer | ||||||||||
| Oliver Hemmer | ||||||||||||
| Date: | 02/03/2022 |
/s/ Ronan Kuczaj | ||||||||||
| Ronan Kuczaj | ||||||||||||