Filing Details

Accession Number:
0001104659-20-117944
Form Type:
13D Filing
Publication Date:
2020-10-26 06:06:08
Filed By:
Wynnefield Capital
Company:
Telos Corp (OTCMKTS:TLS)
Filing Date:
2020-10-26
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Wynnefield Partners Small Cap Value 165,760 0 165,760 0 165,760 5.2%
Wynnefield Small Cap Value Offshore Fund, Ltd 112,549 0 112,549 0 112,549 3.5%
Wynnefield Partners Small Cap Value 261,456 0 261,456 0 261,456 8.2%
Nelson Obus 0 554,765 0 554,765 554,765 17.4%
Joshua H. Landes 0 554,765 0 554,765 554,765 17.4%
Wynnefield Capital Management 427,216 0 427,216 0 427,216 13.4%
Wynnefield Capital, Inc 127,549 0 127,549 0 127,549 3.9%
Wynnefield Capital, Inc. Profit Sharing Plan 15,000 0 15,000 0 15,000 0.5%
Minerva Advisors 153,343 122,608 153,343 122,608 275,951 8.7%
Minerva Group 153,343 0 153,343 0 153,343 4.8%
Minerva GP 153,343 0 153,343 0 153,343 4.8%
Minerva GP, Inc 153,343 0 153,343 0 153,343 4.8%
David P. Cohen 160,776 122,608 160,776 122,608 283,384 8.9%
Victor Morgenstern Grantor Remainder Annuity Trust 67,000 0 67,000 0 180,100 5.7%
Judd Morgenstern Revocable Trust 40,000 0 0 40,000 180,100 5.7%
Jennifer Morgenstern Irrevocable Trust 20,000 0 0 20,000 180,100 5.7%
Judd Morgenstern Irrevocable Trust 20,000 0 0 20,000 180,100 5.7%
Robyn Morgenstern Irrevocable Trust 20,000 0 0 20,000 180,100 5.7 14. TYPE OF REPORTING PERSON OO (1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust . The Robyn Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons. 1. NAME OF REPORTING PERSON Victor A. Morgenstern Grandchildren Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) Reporting Person is affiliated with other persons 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 13,100 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,100 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7 14. TYPE OF REPORTING PERSON OO (1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust . The Victor A. Morgenstern Grandchildren Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons. 1. NAME OF REPORTING PERSON Victor Morgenstern 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) Reporting Person is affiliated with other persons 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 67,000(1) 8. SHARED VOTING POWER 53,100 (1) 9. SOLE DISPOSITIVE POWER 67,000(1) 10. SHARED DISPOSITIVE POWER 53,100 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,100 (2) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
Victor A. Morgenstern Grandchildren Trust 13,100 0 0 13,100 180,100 5.7%
Victor Morgenstern 67,000 53,100 67,000 53,100 180,100 5.7%
Faye Morgenstern 0 13,100 0 13,100 180,100 5.7%
Judd Morgenstern 40,000 40,000 0 80,000 180,100 5.7%
Jennifer Morgenstern 0 40,000 0 40,000 180,100 5.7%
Robyn Morgenstern 0 40,000 0 40,000 180,100 5.7%
Antonio Gracias 0 13,100 0 13,100 180,100
Gary I. Levenstein 0 60,000 0 60,000 180,100
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

 

SCHEDULE 13D (RULE 13D-101)

 

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed
Pursuant to Rule 13d-2(a)

 

(Amendment No. 1)*

 

Telos Corporation

(Name of Issuer)

 

12% Cumulative Exchangeable Redeemable Preferred Stock,
Par Value $0.01 Per Share

(Title of Class of Securities)

 

87969B200

(CUSIP Number of Class of Securities)

 

Nelson Obus

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

(Name, Address and Telephone Number of Person Authorized to

 

Receive Notices and Communications)

 

Copy to:

 

Frank S. Jones, Jr., Esquire
Whiteford, Taylor & Preston L.L.P.
Seven Saint Paul Street

Baltimore, Maryland 21202

(410) 347-8700

 

October 19, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨

 

* 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 securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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).

 

 

1.

NAME OF REPORTING PERSON:

 

Wynnefield Partners Small Cap Value, L.P.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-3688497

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):‚   ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

165,760 shares (See Item 5)

8.

SHARED VOTING POWER

 

-0- (See Item 5)

9.

SOLE DISPOSITIVE POWER

 

165,760 shares (See Item 5)

10.

SHARED DISPOSITIVE POWER

 

-0- (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

165,760 (See Item 5)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2% (See Item 5)

14.

TYPE OF REPORTING PERSON

 

PN

 

 

 

1.

NAME OF REPORTING PERSON:

 

Wynnefield Small Cap Value Offshore Fund, Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

112,549 shares (See Item 5)

8.

SHARED VOTING POWER

 

-0- (See Item 5)

9.

SOLE DISPOSITIVE POWER

 

112,549 shares (See Item 5)

10.

SHARED DISPOSITIVE POWER

 

-0- (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

112,549 shares (See Item 5)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.5% (See Item 5)

14.

TYPE OF REPORTING PERSON

 

CO

 

 

 

1.

NAME OF REPORTING PERSON:

 

Wynnefield Partners Small Cap Value, L.P. I

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

261,456 shares (See Item 5)

8.

SHARED VOTING POWER

 

-0- (See Item 5)

9.

SOLE DISPOSITIVE POWER

 

261,456 shares (See Item 5)

10.

SHARED DISPOSITIVE POWER

 

-0- (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

261,456 shares (See Item 5)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2% (See Item 5)

14.

TYPE OF REPORTING PERSON

 

PN

 

 

 

1.

NAME OF REPORTING PERSON:

 

Nelson Obus

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

AF (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

-0- shares (See Item 5) (1)

8.

SHARED VOTING POWER

 

554,765 (See Item 5) (1)

9.

SOLE DISPOSITIVE POWER

 

-0- shares (See Item 5)(1)

10.

SHARED DISPOSITIVE POWER

 

554,765 (See Item 5) (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

554,765 shares (See Item 5)(1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.4% (See Item 5)(1)

14.

TYPE OF REPORTING PERSON

 

IN

 

  (1) Mr. Obus may be deemed to have an indirect beneficial ownership in such shares through his positions as a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital Management, LLC holds an indirect beneficial ownership interest in 427,216 shares which are directly owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in both 112,549 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. and 15,000 shares which are directly beneficially owned by the Wynnefield Capital, Inc. Profit Sharing Plan.  As Mr. Joshua H. Landes is also a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc., Mr. Obus shares voting and dispositive power with Mr. Landes with regard to any shares beneficially owned by Wynnefield Capital Management, LLC and Wynnefield Capital, Inc.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Joshua H. Landes

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

AF (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES OF AMERICA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

-0- shares (See Item 5) (1)

8.

SHARED VOTING POWER

 

554,765 (See Item 5) (1)

9.

SOLE DISPOSITIVE POWER

 

-0- shares (See Item 5)(1)

10.

SHARED DISPOSITIVE POWER

 

554,765 (See Item 5) (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

554,765 shares (See Item 5) (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.4% (See Item 5) (1)

14.

TYPE OF REPORTING PERSON

 

IN

 

  (1) Mr. Landes may be deemed to have an indirect beneficial ownership in such shares through his positions as a managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. Wynnefield Capital Management, LLC holds an indirect beneficial ownership interest in 427,216 shares which are directly owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial ownership interest in both 112,549 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. and 15,000 shares which are directly beneficially owned by the Wynnefield Capital, Inc. Profit Sharing Plan. As Nelson Obus is also a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc., Mr. Landes shares voting and dispositive power with Mr. Obus with regard to any shares beneficially owned by Wynnefield Capital Management, LLC and Wynnefield Capital, Inc.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Wynnefield Capital Management LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

AF (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

NEW YORK

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

427,216 shares (See Item 5) (1)

8.

SHARED VOTING POWER

 

-0- (See Item 5)

9.

SOLE DISPOSITIVE POWER

 

427,216 shares (See Item 5) (1)

10.

SHARED DISPOSITIVE POWER

 

-0- (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

427,216 shares (See Item 5) (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.4% (See Item 5) (1)

14.

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

  (1) Wynnefield Capital Management, LLC, as the general partner of both Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Wynnefield Capital, Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

AF (SEE ITEM 3)

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

127,549 shares (See Item 5)(1)

8.

SHARED VOTING POWER

 

-0- (See Item 5)

9.

SOLE DISPOSITIVE POWER

 

127,549 shares (See Item 5)(1)

10.

SHARED DISPOSITIVE POWER

 

-0- (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

127,549 shares (See Item 5)(1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.9% (See Item 5)(1)

14.

TYPE OF REPORTING PERSON

 

CO

  

  (1) Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., holds an indirect beneficial interest in 112,549 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. Wynnefield Capital, Inc., as the sole investment manager of the Wynnefield Capital, Inc. Profit Sharing Plan, also holds an indirect beneficial interest in 15,000 shares which are directly beneficially owned by the Wynnefield Capital, Inc. Profit Sharing Plan.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Wynnefield Capital, Inc. Profit Sharing Plan

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

N/A

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

15,000 shares (See Item 5)(1)

8.

SHARED VOTING POWER

 

-0- (See Item 5)

9.

SOLE DISPOSITIVE POWER

 

15,000 shares (See Item 5)(1)

10.

SHARED DISPOSITIVE POWER

 

-0- (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,000 shares (See Item 5)(1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5% (See Item 5)(1)

14.

TYPE OF REPORTING PERSON

 

EP

 

 

 

1.

NAME OF REPORTING PERSON:

 

Minerva Advisors LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

153,343

 

This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP. 

8.

SHARED VOTING POWER

 

122,608

9.

SOLE DISPOSITIVE POWER

 

153,343

 

This reporting person is deemed a beneficial owner of the 153,343 shares of the Issuer held by Minerva Group, LP.

10.

SHARED DISPOSITIVE POWER

 

122,608

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

275,951

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14.

TYPE OF REPORTING PERSON

 

IA

 

 

 

1.

NAME OF REPORTING PERSON:

 

Minerva Group, LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

153,343


This reporting person 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.

8.

SHARED VOTING POWER

 

 0

9.

SOLE DISPOSITIVE POWER

 

153,343

 

This reporting person 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.

10.

SHARED DISPOSITIVE POWER

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

153,343

 

This reporting person 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 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.8%

 

This reporting person 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 8.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.

14.

TYPE OF REPORTING PERSON

 

PN

 

 

 

1.

NAME OF REPORTING PERSON:

 

Minerva GP, LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

153,343

 

This reporting person 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.

8.

SHARED VOTING POWER

 

 0

9.

SOLE DISPOSITIVE POWER

 

153,343

 

This reporting person 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.

10.

SHARED DISPOSITIVE POWER

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

153,343

 

This reporting person 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 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.8%

 

This reporting person 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 8.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.

14.

TYPE OF REPORTING PERSON

 

PN

 

 

 

1.

NAME OF REPORTING PERSON:

 

Minerva GP, Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

153,343

 

This reporting person 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.

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

153,343

 

This reporting person 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.

10.

SHARED DISPOSITIVE POWER

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

153,343

 

This reporting person 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 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.8%

 

This reporting person 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 8.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.

14.

TYPE OF REPORTING PERSON

 

CO

 

 

 

1.

NAME OF REPORTING PERSON:

 

David P. Cohen

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

160,776

 

This reporting person 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.

8.

SHARED VOTING POWER

 

122,608

 

David P. Cohen is deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC.

9.

SOLE DISPOSITIVE POWER

 

160,776

 

This reporting person 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.

10.

SHARED DISPOSITIVE POWER

 

122,608

 

David P. Cohen is deemed a beneficial owner of the 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC.

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

283,384

 

This reporting person 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 122,608 shares of the Issuer beneficially owned by Minerva Advisors LLC.

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.9%

 

This reporting person 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.

14.

TYPE OF REPORTING PERSON

 

IN

 

 

1.

NAME OF REPORTING PERSON:

 

Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

67,000

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

67,000

10.

SHARED DISPOSITIVE POWER

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(1)

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14.

TYPE OF REPORTING PERSON

 

OO

 

(1) Includes 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 (“Victor Morgenstern GRAT”) disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Judd Morgenstern Revocable Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

40,000

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

40,000

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(1)

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14.

TYPE OF REPORTING PERSON

 

OO

 

(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Judd Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Jennifer Morgenstern Irrevocable Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Illinois

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

20,000

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER


20,000 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100 (1) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14.

TYPE OF REPORTING PERSON

 

OO

 

(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Jennifer Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Judd Morgenstern Irrevocable Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Illinois

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

20,000

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

20,000 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100 (1) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14.

TYPE OF REPORTING PERSON

 

OO

 

(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, 40,000 Shares owned by the Judd Morgenstern Revocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Judd Morgenstern Irrevocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Robyn Morgenstern Irrevocable Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Illinois

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

20,000

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

20,000 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100 (1)

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7

14.

TYPE OF REPORTING PERSON

 

OO

 

(1) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. The Robyn Morgenstern Revocable Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Victor A. Morgenstern Grandchildren Trust

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Illinois

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
 PERSON
WITH
7.

SOLE VOTING POWER

 

13,100

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

13,100 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100 (1)

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7

14.

TYPE OF REPORTING PERSON

 

OO

 

(1)Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust. The Victor A. Morgenstern Grandchildren Trust disclaims beneficial ownership of the Shares owned by the other Morgenstern Reporting Persons.

 

 

 

 1.

NAME OF REPORTING PERSON:

 

Victor Morgenstern

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

67,000(1)

8.

SHARED VOTING POWER

 

53,100 (1)

9.

SOLE DISPOSITIVE POWER

 

67,000(1)

10.

SHARED DISPOSITIVE POWER

 

53,100 (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2)

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7% 

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Victor Morgenstern has sole voting and dispositive power with respect to the Shares owned by the Victor A. Morgenstern GRAT. Victor Morgenstern holds trading authority over 40,000 Shares held by the Judd Morgenstern Revocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

(2) Includes 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust, and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Victor Morgenstern disclaims beneficial ownership of all Shares owned by the Victor Morgenstern GRAT and the Judd Morgenstern Revocable Trust, except to the extent of his pecuniary interests therein.

 

 

 

  1.

NAME OF REPORTING PERSON:

 

Faye Morgenstern

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

13,100(1)

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER


13,100(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%(2)

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Faye Morgenstern shares voting and dispositive power with respect to the Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust. Faye Morgenstern disclaims beneficial ownership of the Shares owned by the Victor A. Morgenstern Grandchildren Trust, except to the extent of her pecuniary interest therein.

 

 

 

 1.

NAME OF REPORTING PERSON:

 

Judd Morgenstern

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

40,000(1)

8.

SHARED VOTING POWER

 

40,000(1)

9.

SOLE DISPOSITIVE POWER

 

0(1)

10.

SHARED DISPOSITIVE POWER

 

80,000(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%(2)

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Judd Morgenstern has sole voting and shared dispositive power with respect to 40,000 Shares owned by the Judd Morgenstern Revocable Trust and shares voting and dispositive power with respect to 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust.

 

(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Judd Morgenstern disclaims beneficial ownership of the Shares owned by the Judd Morgenstern Revocable Trust, the Robyn Morgenstern Irrevocable Trust and the Judd Morgenstern Irrevocable Trust, except to the extent of his pecuniary interests therein.

 

 

 

 1.

NAME OF REPORTING PERSON:

 

Jennifer Morgenstern

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

40,000(1)

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

40,000(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%(2)

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Jennifer Morgenstern shares voting and dispositive power with respect to 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust and 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust.

 

(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Jennifer Morgenstern disclaims beneficial ownership of the Shares owned by the Jennifer Morgenstern Irrevocable Trust and the Judd Morgenstern Irrevocable Trust, except to the extent of her pecuniary interests therein.

 

 

 

  1.

NAME OF REPORTING PERSON:

 

Robyn Morgenstern

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

40,000(1)

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

40,000(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%(2)

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Robyn Morgenstern shares voting and dispositive power with respect to 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust.

 

(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Robyn Morgenstern disclaims beneficial ownership of the Shares owned by the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust, except to the extent of her pecuniary interests therein.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Antonio Gracias

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

13,100(1)

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

13,100(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%(2)

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Solely by virtue of his service as a co-trustee, Antonio Gracias shares voting and dispositive power with respect to the 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Antonio Gracias disclaims beneficial ownership of all Shares owned the Victor A. Morgenstern Grandchildren Trust, except to the extent of his pecuniary interest therein.

 

 

 

1.

NAME OF REPORTING PERSON:

 

Gary I. Levenstein

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨ Reporting Person is affiliated with other persons

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

60,000(1)

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

60,000(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

180,100(2) 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%(2)

14.

TYPE OF REPORTING PERSON

 

IN

 

(1) Solely by virtue of his service as a co-trustee, Gary Levenstein shares voting and dispositive power with respect to 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, and 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust.

 

(2) Includes 67,000 Shares owned by the Victor Morgenstern GRAT, 40,000 Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Shares owned by the Judd Morgenstern Irrevocable Trust, 20,000 Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Shares owned by the Victor A. Morgenstern Grandchildren Trust. Gary Levenstein disclaims beneficial ownership of all Shares owned by the Judd Morgenstern Irrevocable Trust, the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust, except to the extent of his pecuniary interest therein.

 

 

 

Explanatory Note

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission on October 6, 2020 (the “Original Schedule 13D”; and, together with this Amendment, the “Schedule 13D”) regarding shares of 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Shares”, “Preferred Stock” or “ERPS”), of Telos Corporation, a Maryland corporation (the “Issuer” or “Telos”).

 

As disclosed in the Original Schedule 13D, on October 6, 2020 the individual members of the ERPS Group executed a Voting and Support Agreement (the “Voting Agreement”) pursuant to which each member, among other things, independently agreed to vote their Preferred Stock in favor of an amendment to the Articles of Incorporation of the Issuer, as amended and restated to date (the “Charter”), in order to facilitate the automatic conversion of, and payment for, all shares of Preferred Stock in connection with a proposed underwritten initial public offering of the Issuer’s Common Stock (the “IPO”).

 

The sole purposes of this Amendment are to: (i) disclose that, as required by the Voting Agreement, as of October 23, 2020, all Reporting Persons included in the ERPS Group consented to a proposal and voted their Preferred Stock in favor of the approval of the proposed Charter amendment to facilitate the IPO and (ii) provide updated beneficial ownership information regarding the identity of certain of the trustees of the various trusts forming a portion of the Morgenstern Reporting Persons, including by amending and replacing all of the Morgenstern Reporting Persons cover pages included herewith.

 

All defined terms refer to terms defined herein or defined in the instructions to Schedule 13D. The information contained in this Amendment is as of the date hereof, unless otherwise expressly provided herein. Each Reporting Person on whose behalf this Schedule 13D filing is made is individually eligible to use Schedule 13D.

 

This Amendment amends Items 2, 5, 6 and 7 as set forth below.

 

Item 2. IDENTITY AND BACKGROUND

 

The responses contained in Item 2(a) through 2(c) of the Original Schedule 13D regarding the Morgenstern Reporting Persons are amended and restated in full as follows:

 

(iii)      The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 (the “Victor Morgenstern GRAT”), the Judd Morgenstern Revocable Trust (the “Judd Morgenstern Revocable Trust”), the Jennifer Morgenstern Irrevocable Trust (the “Jennifer Morgenstern Irrevocable Trust”), the Robyn Morgenstern Irrevocable Trust (the “Robyn Morgenstern Irrevocable Trust”), the Judd Morgenstern Irrevocable Trust (the “Judd Morgenstern Irrevocable Trust”), the Victor A. Morgenstern Grandchildren Trust (the “Victor Morgenstern Grandchildren Trust”), Victor Morgenstern (“Victor Morgenstern”), Faye Morgenstern (“Faye Morgenstern”), Judd Morgenstern (“Judd Morgenstern”), (“Jennifer Morgenstern”), Robyn Morgenstern (“Robyn Morgenstern”), Antonio Gracias (“Antonio Gracias”) and Gary I. Levenstein (“Gary Levenstein”) collectively constitute the “Morgenstern Reporting Persons”. The business of each Morgenstern Reporting Person other than Antonio Gracias and Gary Levenstein is private and personal investment and the business address of each is 70 W. Madison St., Suite 3500, Chicago, IL, 60601. The business of Antonio Gracias is private fund investment. The business of Gary Levenstein is the private practice of law.

 

The response contained in Item 2(f) of the Original Schedule 13D regarding the Morgenstern Reporting Persons is amended and restated in full as follows:

 

Regarding the Morgenstern Reporting Persons, each of Victor Morgenstern, Faye Morgenstern, Judd Morgenstern, Jennifer Morgenstern, Robyn Morgenstern, Antonio Gracias and Gary Levenstein is a U.S. citizen; each of the Victor Morgenstern GRAT, the Judd Morgenstern Revocable Trust, the Jennifer Morgenstern Irrevocable Trust, the Robyn Morgenstern Irrevocable Trust, the Judd Morgenstern Irrevocable Trust and the Victor Morgenstern Grandchildren Trust is a trust formed under Illinois law.

 

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

No change or amendment.

 

ITEM 4.  PURPOSE OF TRANSACTION.

 

No change or amendment.

 

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.

 

The responses contained in Items 5(a) and Item 5(b of the Original Schedule 13D regarding the Morgenstern Reporting Persons is amended and restated in full as follows:

 

ITEM 5. MORGENSTERN REPORTING PERSONS.

 

Item 5(a) and Item 5(b): As of the date of this Schedule 13D, the Morgenstern Reporting Persons beneficially own 180,100 Preferred Shares, which constitutes approximately 5.7% of the 3,185,586 Preferred Shares outstanding.

 

The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 (the “Victor Morgenstern GRAT”) owns 67,000 Preferred Shares. The Victor Morgenstern GRAT disclaims beneficial ownership of 40,000 Preferred Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

The Judd Morgenstern Revocable Trust beneficially owns 40,000 Preferred Shares. The Judd Morgenstern Revocable Trust disclaims beneficial ownership of 67,000 Preferred Shares owned by the Victor Morgenstern GRAT, 20,000 Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

The Jennifer Morgenstern Irrevocable Trust beneficially owns 20,000 Preferred Shares. The Jennifer Morgenstern Revocable Trust disclaims beneficial ownership of 67,000 Preferred Shares owned by the Victor Morgenstern GRAT, 40,000 Preferred Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

The Judd Morgenstern Irrevocable Trust beneficially owns 20,000 Preferred Shares. The Judd Morgenstern Irrevocable Trust disclaims beneficial ownership of 67,000 Preferred Shares owned by the Victor Morgenstern GRAT, 40,000 Preferred Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Preferred Shares owned by the Jennifer Morgenstern Revocable Trust, 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust and 13,100 Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

The Robyn Morgenstern Irrevocable Trust beneficially owns 20,000 Preferred Shares. The Robyn Morgenstern Irrevocable Trust disclaims beneficial ownership of 67,000 Preferred Shares owned by the Victor Morgenstern GRAT, 40,000 Preferred Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust and 13,100 Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust.

 

The Victor A. Morgenstern Grandchildren Trust beneficially owns 13,100 Preferred Shares. The Victor A. Morgenstern Grandchildren Trust disclaims beneficial ownership of 67,000 Preferred Shares owned by the Victor Morgenstern GRAT, 40,000 Preferred Shares owned by the Judd Morgenstern Revocable Trust, 20,000 Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust, 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust, and 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust.

 

 

 

Victor Morgenstern has sole voting and dispositive power with respect to the Preferred Shares owned by the Victor Morgenstern GRAT and Victor Morgenstern holds trading authority over the Preferred Shares held by the Judd Morgenstern Revocable Trust. Victor Morgenstern disclaims beneficial ownership of the all Preferred Shares owned by the Victor Morgenstern GRAT and the Judd Morgenstern Revocable Trust Morgenstern Reporting Persons, except to the extent of his pecuniary interests therein.

 

Faye Morgenstern Preferred Shares voting and dispositive power with respect to the Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust. Faye Morgenstern disclaims beneficial ownership of the Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust Preferred Shares, except to the extent of her pecuniary interest therein.

 

Judd Morgenstern has sole voting and dispositive power with respect to 40,000 Preferred Shares owned by the Judd Morgenstern Revocable Trust and Preferred Shares voting and dispositive power with respect to 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust and 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust. Judd Morgenstern disclaims beneficial ownership of the Preferred Shares owned by the Judd Morgenstern Revocable Trust, the Robyn Morgenstern Irrevocable Trust and the Judd Morgenstern Irrevocable Trust except to the extent of his pecuniary interests therein.

 

Jennifer Morgenstern Preferred Shares voting and dispositive power with respect to 20,000 Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust and 20,000 Preferred Shares owned by the Judd Morgenstern Irrevocable Trust. Jennifer Morgenstern disclaims beneficial ownership of the Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust and the Judd Morgenstern Irrevocable Trust, except to the extent of her pecuniary interests therein.

 

Robyn Morgenstern Preferred Shares voting and dispositive power with respect to 20,000 Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust and 20,000 Preferred Shares owned by the Jennifer Morgenstern Irrevocable Trust. Robyn Morgenstern disclaims beneficial ownership of the Preferred Shares owned by the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust except to the extent of her pecuniary interest therein.

 

Antonio Gracias Preferred Shares voting and dispositive power with respect to the Preferred Shares owned by the Victor A. Morgenstern Grandchildren Trust. Antonio Gracias disclaims beneficial ownership of the Preferred Shares owned by Victor A. Morgenstern Grandchildren Trust, except to the extent of his pecuniary interest therein.

 

Gary Levenstein Preferred Shares voting and dispositive power with respect to the Preferred Shares owned by each of the Judd Morgenstern Irrevocable Trust, the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust. Gary Levenstein disclaims beneficial ownership of the Preferred Shares owned the Judd Morgenstern Irrevocable Trust, the Robyn Morgenstern Irrevocable Trust and the Jennifer Morgenstern Irrevocable Trust, except to the extent of his pecuniary interest therein.

 

 

 

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of Issuer

 

As noted in the Explanatory Note above, this Amendment is being filed to provide updated beneficial ownership information regarding the identity of certain of the trustees of the various trusts forming a portion of the Morgenstern Reporting Persons, including by amending each of the October 6, 2020 Voting Agreement and the October 6, 2020 Joint Filing Agreement (as originally filed as Exhibits 1 and 2, respectively, to the Original Schedule 13D) in order to reflect such changes.

 

THE INFORMATION CONTAINED IN THIS AMENDMENT IS INTENDED ONLY TO RESPOND TO THE REQUIREMENTS OF SCHEDULE 13D. IN NO EVENT SHALL ANY SUCH INFORMATION CONSTITUTE: (I) A REQUEST FOR A PROXY, STOCKHOLDER CONSENT OR ANY OTHER AUTHORIZATION, (II) ANY REQUEST THAT ANY PARTY EXECUTE (OR NOT EXECUTE), OR TO REVOKE, A PROXY, STOCKHOLDER CONSENT OR ANY OTHER AUTHORIZATION; (III) A COMMUNICATION INTENDED OR CALCULATED TO RESULT IN THE PROCUREMENT, WITHHOLDING OR REVOCATION OF A PROXY, STOCKHOLDER CONSENT OR ANY OTHER AUTHORIZATION OR (IV) ANY OTHER ACTIVITY OR COMMUNICATION CONSTITUTING THE SOLICITATION OF A PROXY, STOCKHOLDER CONSENT OR ANY OTHER AUTHORIZATION UNDER RULE 14A-1 PROMULGATED UNDER SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COPY OF THE ISSUER’S DEFINITIVE CONSENT SOLICITATION STATEMENT FILED WITH THE SEC BY THE ISSUER ON SCHEDULE 14A IS AVAILABLE FOR FREE AT THE SEC’S WEBSITE.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented to add the following:

 

Exhibit 1 Amended Voting and Support Agreement dated October 19, 2020
   
Exhibit 2  Amended Joint Filing Agreement dated October 19, 2020
   
Exhibit 3 Power of Attorney of the Morgenstern Reporting Persons dated October 8, 2020

 

 

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment Number One to Schedule 13D is true, complete and correct.

 

Dated: October 23, 2020.

 

WYNNEFIELD REPORTING PERSONS:

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC,
  its General Partner

 

By: /s/ Nelson Obus  
  Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC,
  its General Partner

 

By: /s/ Nelson Obus  
  Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.,
  its Investment Manager

 

By: /s/ Nelson Obus  
  Nelson Obus, President

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus  
  Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.

 

By: /s/ Nelson Obus  
  Nelson Obus, Authorized Signatory

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus  
  Nelson Obus, President

 

/s/ Nelson Obus  
Nelson Obus, Individually

 

/s/ Joshua H. Landes  
Joshua H. Landes, Individually

 

 

 

MINERVA REPORTING PERSONS:

 

MINERVA ADVISORS LLC

 

Date: October 23, 2020

 

By: David P. Cohen, President

 

By: /s/ David P. Cohen  
Name: David P. Cohen
Title: President

 

MINERVA GROUP, LP

 

Date: October 23, 2020

 

By: MINERVA GP, LP, its General Partner
 
By: MINERVA GP, INC., its General Partner
 
By: David P. Cohen, President

 

By: /s/ David P. Cohen  
Name: David P. Cohen
Title: President

 

MINERVA GP, LP

 

Date: October 23, 2020

 

By: MINERVA GP, INC., its General Partner
 
By: David P. Cohen, President

 

By: /s/ David P. Cohen  
Name: David P. Cohen
Title: President

 

 

 

MINERVA GP, INC.

 

Date: October 23, 2020

 

By: David P. Cohen, President

 

By: /s/ David P. Cohen  
Name: David P. Cohen
Title: President

 

DAVID P. COHEN

 

Date: October 23, 2020

 

By: /s/ David P. Cohen  
Name: David P. Cohen
Title: President

 

 

 

MORGENSTERN REPORTING PERSONS:

 

 Faye Morgenstern

 

/s/ David R. Brown

 

Name: David R. Brown

Title: Attorney-In-Fact*

Date: October 23, 2020

 

 Judd Morgenstern

 

/s/ David R. Brown

 

Name: David R. Brown

Title: Attorney-In-Fact*

Date: October 23, 2020
 

Victor Morgenstern

 

/s/ David R. Brown

 

Name: David R. Brown

Title: Attorney-In-Fact*

Date: October 23, 2020
 

Antonio Gracias

 

/s/ David R. Brown

 

Name: David R. Brown

Title: Attorney-In-Fact*

Date: October 23, 2020

 

Gary Levenstein

 

/s/ David R. Brown

 

Name: David R. Brown

Title: Attorney-In-Fact*

Date: October 23, 2020

 

Jennifer Morgenstern Irrevocable Trust

 

Jennifer Morgenstern

 

/s/ David R. Brown

 
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

* Signed under authority contained in a Power of Attorney dated October 8, 2020 filed herewith as Exhibit 3. The address of the Attorney-in-Fact is c/o Nixon Peabody LLP, 70 West Madison Street, Chicago, IL 60602.

 

 

 

Robyn Morgenstern Irrevocable Trust

 

Robyn Morgenstern

 

/s/ David R. Brown  
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

Judd Morgenstern Irrevocable Trust

 

Judd Morgenstern

 

/s/ David R. Brown  
Name: David R. Brown Title:
Attorney-In-Fact*
Date: October 23, 2020

 

The Victor Morgenstern Grantor Remainder Annuity Trust 2020 #2 

 

Victor Morgenstern

 

/s/ David R. Brown  
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

The Victor A. Morgenstern Grandchildren Trust

 

Faye Morgenstern, Trustee

 

/s/ David R. Brown  
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

Antonio Gracias, Trustee

 

/s/ David R. Brown  
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

* Signed under authority contained in a Power of Attorney dated October 8, 2020 filed herewith as Exhibit 3. The address of the Attorney-in-Fact is c/o Nixon Peabody LLP, 70 West Madison Street, Chicago, IL 60602.

 

 

 

JUDD MORGENSTERN REVOCABLE TRUST

 

Judd Morgenstern, Trustee

 

/s/ David R. Brown  
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

Jennifer Morgenstern

 

/s/ David R. Brown  
Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

Robyn Morgenstern

 

/s/ David R. Brown  
 Name: David R. Brown
Title: Attorney-In-Fact*
Date: October 23, 2020

 

* Signed under authority contained in a Power of Attorney dated October 8, 2020 filed herewith as Exhibit 3. The address of the Attorney-in-Fact is c/o Nixon Peabody LLP, 70 West Madison Street, Chicago, IL 60602.