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^*

Ison James

(Last)

(First)

(Middle)

2235 ENTERPRISE STREET #110

(Street)

ESCONDIDO

92029

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE STOP SYSTEMS, INC. [ OSS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

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)
Common Stock	02/10/2023		M		2,500	A	⁽¹⁾	129,771	I	By Trust⁽²⁾
Common Stock	02/10/2023		F⁽³⁾		1,004	D	$3.49	128,767	I	By Trust⁽²⁾
Common Stock								58,168⁽⁴⁾	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)
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)
Restricted Stock Unit	⁽¹⁾	02/10/2023		M			2,500	⁽⁵⁾	⁽⁵⁾	Common Stock	2,500	$0.00	0	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. These shares are owned directly by James J Ison Jr. and Sha-Marie A Ison Inter Vivos Revocable Trust dated June 4, 2020, and indirectly by James Ison as trustee of the trust.

3. The reporting person received 2,500 shares of common stock upon vesting of the Restricted Stock Units, as reported in this Form 4. The reporting person forfeited 1,004 shares of common stock underlying the vested and outstanding Restricted Stock Units to cover tax withholdings, using the market price of OSS common stock at the time of forfeiture.

4. Includes 58,168 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.

5. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/6, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each six month period of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/6. This Restricted Stock Unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be six months following the Date of Restricted Stock Unit Grant.

Remarks:

	/s/James Ison	02/14/2023
	** 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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