FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sharma Sumit
  2. Issuer Name and Ticker or Trading Symbol
MICROVISION, INC. [MVIS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
18390 NE 68TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/08/2024
(Street)

REDMOND, WA 98052		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 (1) 04/08/2024   A   300,000 A $ 0 1,023,984 (3) D  
Common Stock (2) 04/10/2024   F   125,563 D $ 1.6377 898,421 D  

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sharma Sumit
18390 NE 68TH STREET
REDMOND, WA 98052		   X     CEO  

Signatures

 /s/ Elizabeth Mandle, attorney-in-fact for Sumit Sharma   04/10/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to employment agreement dated April 8, 2021, 300,000 shares were issued upon the automatic grant of fully vested RSUs in accordance with the terms of the agreement with no discretion exercised by the Reporting Person. As disclosed in the Form 8-K filed on April 8, 2024, the term of the employment agreement was extended until the new employment agreement currently being negotiated is executed by the parties.
(2) Represents a nondiscretionary sell-to-cover transaction completed by the Issuer in accordance with the terms of the award agreement and the Reporting Person's previously entered into irrevocable tax withholding election.
(3) Due to an administrative error, Column 5 of the Reporting Person's Form 4 ownership reports filed on March 15, 2023, April 11, 2023 and November 14, 2023, each incorrectly stated the Reporting Person's resulting beneficial ownership. The reported beneficial ownership amounts did not reflect the Reporting Person's transfer, made prior to the filing of the March 15, 2023 Form 4, of 352,362 shares pursuant to a domestic relations order. As previously disclosed in the Issuer's Proxy Statement filed April 5, 2023, the Reporting Person no longer reports as beneficially owned any securities owned by his former spouse. Pursuant to the same order, the Reporting Person also transferred stock options for a total of 187,500 shares. As corrected, Column 5, of the Form 4s filed on March 15, 2023, April 11, 2023 and November 14, 2023 should have reported 489,342 shares, 789,342 shares and 713,831 shares (in the two rows of Table I), and 723,984 shares, respectively.

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