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*
Whitaker Jeremy
(Last) (First) (Middle)
C/O LANTRONIX, INC.
7535 IRVINE CENTER DRIVE, SUITE 100
(Street)
IRVINE CA 92618
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LANTRONIX INC [ LTRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2020
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
Common Stock 08/31/2020 A(1) 15,913 A $0(1) 202,611 D
Common Stock 08/31/2020 F(2) 5,503 D $5.37 197,108 D
Common Stock 09/01/2020 M(3) 2,812 A $0(3) 199,920 D
Common Stock 09/01/2020 F(4) 973 D $5.21 198,947 D
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
Restricted Stock Units (5) 09/01/2020 M 2,812 (3) (3) Common Stock 2,812 $0 22,502 D
Explanation of Responses:
1. On October 18, 2019, the reporting person was granted Restricted Stock Units ("RSUs") with performance-based vesting requirements. One third of the target number of RSUs subject to the award are eligible to vest in each of the three years beginning in fiscal 2020 based on certain earnings per share targets, revenue targets and relative total stockholder return conditions. This transaction reflects the vesting and payment of 15,913 RSUs subject to the award on August 31, 2020 with respect to the performance conditions that were satisfied for fiscal 2020.
2. In accordance with the terms of the applicable RSU award agreement, 5,503 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
3. On August 31, 2018, the reporting person was granted 45,000 RSUs that were scheduled to vest as follows: (a) 25% of the RSUs (11,250 shares) vested on September 1, 2019 and (b) 1/16 of the RSUs vest quarterly thereafter, such that one hundred percent (100%) of the RSUs will be fully vested on September 1, 2022. This transaction reflects the vesting and payment of 2,812 RSUs subject to the award on September 1, 2020.
4. In accordance with the terms of the applicable RSU award agreement, 973 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
5. RSUs convert into common stock on a one-for-one basis.
/s/ Jeremy Whitaker 09/02/2020
** 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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