SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TOSE MAURICE B (Last) (First) (Middle) C/O TELECOMMUNICATION SYSTEMS, INC. 275 WEST STREET (Street) ANNAPOLIS MD 21401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TELECOMMUNICATION SYSTEMS INC /FA/ [ TSYS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/09/2011		A		211,279	A	$0.00(1)	211,580	D
Class A Common Stock								229,995	I	By Spouse(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to buy)	$4.35	02/09/2011		A		133,425		02/09/2011(3)	02/09/2021	Class A Common Stock	133,425	$4.35	2,886,674	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	59,888		76,730	I	By Children(5)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	215,753		215,753	I	By Trust(6)

Explanation of Responses:

1. On February 9, 2011, the Compensation Committee of the Board of Directors granted the Reporting Person the reported number of Restricted Shares of Issuer's Class A Common Stock. Shares are restricted from transfer until vested. The shares will vest over three equal annual installments beginning one year after the date of the grant, subject only to continued service of the Reporting Person to the Issuer. As of the date hereof, none of these shares is vested.

2. These shares are held by Mr. Tose's spouse. Mr. Tose disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Mr. Tose is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. On February 9, 2011, the Compensation Committee of the Board of Directors granted the Reporting Person options to acquire the reported number of shares of Class A Common Stock as part of the annual company-wide option grants. The options vest over three equal annual installments beginning one year after the date of the grant, subject only to continued service of the Reporting Person to the Issuer. As of the date hereof, none of these options is vested.

4. The shares of Class B Common Stock are convertible, at any time, at the option of the holder, into shares of Class A Common Stock on a one-for-one basis.

5. These shares are held by Mr. Tose's children. Mr. Tose disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Tose is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

6. These shares are held in an irrevocable trust for the benefit of Mr. Tose's children. Mr. Tose is the settlor and Mr. Tose's spouse is the trustee of the trust. Mr. Tose disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Tose is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

Remarks:

	/s/ Bruce A. White, by power-of-attorney	02/25/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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