SEC FORM 4

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

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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^*

WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last)

(First)

(Middle)

450 SEVENTH AVENUE

SUITE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TELOS CORP [ TLSRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Preferred Stock, par value $.01 per share⁽¹⁾	05/07/2003		P		3,000	A	$0.57	466,200⁽²⁾	D
Preferred Stock, par value $.01 per share⁽¹⁾	05/07/2003		P		4,400	A	$0.57	466,200⁽²⁾	I	See Footnote⁽³⁾
Preferred Stock, par value $.01 per share⁽¹⁾	05/07/2003		P		2,600	A	$0.57	466,200⁽²⁾	I	See Footnote⁽⁴⁾
Preferred Stock, par value $.01 per share⁽¹⁾	05/20/2003		P		8,300	A	$0.57	466,200⁽²⁾	D
Preferred Stock, par value $.01 per share⁽¹⁾	05/20/2003		P		11,800	A	$0.57	466,200⁽²⁾	I	See Footnote⁽³⁾
Preferred Stock, par value $.01 per share⁽¹⁾	05/20/2003		P		7,100	A	$0.57	466,200⁽²⁾	I	See Footnote⁽⁴⁾
Preferred Stock, par value $.01 per share⁽¹⁾	05/28/2003		P		12,200	A	$0.57	466,200⁽²⁾	D
Preferred Stock, par value $.01 per share⁽¹⁾	05/28/2003		P		16,200	A	$0.57	466,200⁽²⁾	I	See Footnote⁽³⁾
Preferred Stock, par value $.01 per share⁽¹⁾	05/28/2003		P		11,600	A	$0.57	466,200⁽²⁾	I	See Footnote⁽⁴⁾
Preferred Stock, par value $.01 per share⁽¹⁾	09/16/2003		P		7,500	A	$0.76	466,200⁽²⁾	I	See Footnote⁽⁴⁾
Preferred Stock, par value $.01 per share⁽¹⁾	10/21/2003		P		3,400	A	$0.82	466,200⁽²⁾	D
Preferred Stock, par value $.01 per share⁽¹⁾	10/21/2003		P		4,100	A	$0.82	466,200⁽²⁾	I	See Footnote⁽³⁾
Preferred Stock, par value $.01 per share⁽¹⁾	10/21/2003		P		2,500	A	$0.82	466,200⁽²⁾	I	See Footnote⁽⁴⁾
Preferred Stock, par value $.01 per share⁽¹⁾	11/04/2003		P		12,800	A	$0.92	466,200⁽²⁾	D
Preferred Stock, par value $.01 per share⁽¹⁾	11/04/2003		P		15,700	A	$0.92	466,200⁽²⁾	I	See Footnote⁽³⁾
Preferred Stock, par value $.01 per share⁽¹⁾	11/04/2003		P		9,500	A	$0.92	466,200⁽²⁾	I	See Footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last)

(First)

(Middle)

450 SEVENTH AVENUE

SUITE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WYNNEFIELD CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

450 SEVENTH AVE

STE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WYNNEFIELD PARTNERS SMALL CAP VALUE LP I

(Last)

(First)

(Middle)

450 SEVENTH AVE

STE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD

(Last)

(First)

(Middle)

450 SEVENTH AVE

STE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WYNNEFIELD CAPITAL INC

(Last)

(First)

(Middle)

450 SEVENTH AVE

STE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CHANNEL PARTNERSHIP II L P

(Last)

(First)

(Middle)

450 SEVENTH AVENUE SUITE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 12% Cumulative Exchangeable Redeemable Preferred Stock, per value $.01 per share (the "Preferred Stock").

2. This Statement relates to transactions which occurred during the months of May, September, October and November 2003. On December 18, 2003, the Reporting Person directly beneficially owned 69,000 shares of the Preferred Stock of Telos Corporation (TLSRP) ("Telos"). The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Channel Partnership II, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Channel Partnership II, L.P., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns the securities of Telos to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Channel Partnership II, L.P. directly beneficially owns 13,500 shares of Preferred Stock.

3. The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns these securities of Telos to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns 94,500 shares of Preferred Stock.

4. The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns the securities of Telos to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns 289,200 shares of Preferred Stock.

	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.; By: Wynnefield Capital Management, LLC - /s/Nelson Obus, Managing Member	12/18/2003
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I; By: Wynnefield Capital Management, LLC - /s/Nelson Obus, Managing Member	12/18/2003
	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.; By: Wynnefield Capital, Inc., /s/Nelson Obus, President	12/18/2003
	CHANNEL PARTNERSHIP II, L.P.; By: /s/Nelson Obus, General Partner	12/18/2003
	WYNNEFIELD CAPITAL, INC. - /s/Nelson Obus, President	12/18/2003
	WYNNEFIELD CAPITAL MANAGEMENT, LLC - /s/Nelson Obus, Managing Member	12/18/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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