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 *
Markham Drew G
  2. Issuer Name and Ticker or Trading Symbol
MICROVISION, INC. [MVIS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
GC
(Last)
(First)
(Middle)
18390 NE 68TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
06/04/2024
(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) 06/04/2024   M   186,250 A $ 0 222,950 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
Restricted Stock Units $ 0 (2) 06/04/2024   A   186,250   06/04/2024(3) 06/04/2024(3) Common Stock 186,250 $ 0 186,250 D  
Restricted Stock Units $ 0 (4) 06/04/2024   M     186,250 06/04/2024(3) 06/04/2024(3) Common Stock 186,250 $ 0 0 D  
Restricted Stock Units $ 0 (2) 06/04/2024   A   360,000   06/04/2025(5) 06/04/2027(5) Common Stock 360,000 $ 0 360,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Markham Drew G
18390 NE 68TH STREET
REDMOND, WA 98052		       GC  

Signatures

 /s/ Elizabeth A. Mandle, attorney-in-fact for Drew G. Markham   06/06/2024
**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) On June 4, 2024, the Issuer's Compensation Committee approved a grant of fully vested restricted stock units, or RSUs, in lieu of a cash payout of the Reporting Person's 2023 short-term incentive bonus. For more detail on the short-term incentive bonus, please refer to the disclosure in the Company's 2024 Proxy Statement, as filed with the SEC on April 29, 2024. The vested RSUs were distributed to the Reporting Person, without payment, in shares of common stock on a unit-for-share basis.
(2) Each restricted stock unit represents a contingent right to receive one share of MicroVision common stock.
(3) The restricted stock units were fully vested at the time of grant.
(4) At vesting, converts into shares of common stock on a unit-for-share basis.
(5) On June 4, 2024, the Issuer's Compensation Committee approved a grant of restricted stock units, which are scheduled to vest as to 33% on each annual anniversary of the grant date, until fully vested on June 4, 2027, subject to the Reporting Person's continued employment with the Issuer on each vesting date.

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