David Raun Form 4 ONE STOP SYSTEMS / DAVID RAUN ownership change

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^*

RAUN DAVID

(Last) (First) (Middle)

2235 ENTERPRISE STREET #110

(Street)

ESCONDIDO CA 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2023		M		68,688	A	(1)	514,576(2)	D
Common Stock	06/16/2023		F(3)		52,883	D	$2.95	461,693(4)	D
Common Stock	06/16/2023		D(5)		59,566	D	$0.00	402,127	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	(1)	06/16/2023		M			68,688	(6)	(6)	Common Stock	68,688	$0.00	0	D

Explanation of Responses:

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

2. Includes 134,000 unvested restricted stock units held by the Reporting Person, which remain subject to certain vesting conditions.

3. The Reporting Person forfeited 52,883 shares of common stock upon conversion of 143,122 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, 68,688 of which restricted stock units were reported in Table II and the remaining 74,434 restricted stock units were reported in Table I, using the market price of the Issuer's common stock at the time of forfeiture.

4. Includes 59,566 unvested restricted stock units held by the Reporting Person, which remain subject to certain vesting conditions.

5. The Reporting Person forfeited 59,566 unvested restricted stock units in connection with the termination of the Reporting Person's employment as President and CEO of the Issuer. As a result, the Reporting Person no longer holds any unvested restricted stock units.

6. The restricted stock units ("RSUs") were scheduled to vest over three years, with 1/3 of the RSUs vesting following the one-year anniversary of the date of grant, and the remaining RSUs vesting in four equal installments, commencing six months after the one-year anniversary of the date of grant and every six months thereafter until fully vested, provided that grantee is still employed on each such vesting date. In connection with the termination of the Reporting Person's employment as President and CEO of the Issuer, vesting of the remaining RSUs accelerated and the RSUs became fully vested as of the date of such termination.

Remarks:

	/s/ David Raun	06/21/2023
	** 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).
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