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^*

Perley Richard

(Last)

(First)

(Middle)

900 E. OLD SETTLERS BOULEVARD, SUITE 100

(Street)

ROUND ROCK

78664

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AYRO, Inc. [ AYRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2020

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)
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)

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)
Warrants to Purchase Common Stock	$7.35	05/28/2020		A		22,724⁽¹⁾		⁽²⁾	01/31/2024	Common Stock	22,724⁽³⁾	⁽¹⁾	22,724	D
Warrants to Purchase Common Stock	$7.35	05/28/2020		A		11,362⁽⁴⁾		⁽²⁾	03/01/2024	Common Stock	11,362⁽³⁾	⁽⁴⁾	11,362	D
Stock Option (Right to Buy)	$4.05	05/28/2020		A		54,536⁽⁵⁾		⁽⁶⁾	09/30/2029	Common Stock	54,536⁽³⁾	⁽⁵⁾	54,536	D

Explanation of Responses:

1. On May 28, 2020, the reporting person received these warrants to purchase shares of the Issuer's Common Stock upon the conversion pursuant to its terms of a warrant to purchase 83,333 shares of common stock of a private company formerly known as "ARYO, Inc." (the "Former Entity") with an exercise price of $2.00 per share in connection with the merger of the Former Entity with and into a wholly owned subsidiary of the Issuer (the "Merger").

2. Immediately exercisable.

3. On May 28, 2020, the Issuer effected a 1-for-10 reverse stock split of its common stock (the "Reverse Stock Split") in connection with the Merger and immediately thereafter effected a 1-for-1 stock dividend (the "Stock Dividend"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split and Stock Dividend on a post-split and post-stock dividend basis.

4. Received in connection with the Merger upon the conversion pursuant to its terms of a warrant to purchase 41,667 shares of common stock of the Former Entity with an exercise price of $2.00 per share.

5. Received in connection with the Merger upon the conversion pursuant to its terms of a stock option to acquire 200,000 shares of common stock of the Former Entity at an exercise price of $1.10 per share.

6. Reflects an option grant that was made to the reporting person on 09/30/2019. The shares underlying this stock option vest according to the following schedule: one-sixth of the shares underlying the stock option will vest and become exercisable in six equal semi-annual installments on each six-month anniversary of 09/16/2019.

	/s/ Richard Perley	06/01/2020
	** 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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