Charles D Vogt Form 4 DZS / CHARLES D VOGT 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^*

VOGT CHARLES D

(Last) (First) (Middle)

C/O DZS INC.

5700 TENNYSON PKWY, 4TH FLOOR

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DZS INC. [ DZSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

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	07/01/2024		M		66,668	A	(1)	253,231	D
Common Stock(2)	07/01/2024		F		22,368	D	$1.16	230,863	D
Common Stock	07/01/2024		M		66,792	A	(3)	297,655	D
Common Stock(2)	07/01/2024		F		22,409	D	$1.16	275,246	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)	07/01/2024		M			66,668	(1)	(1)	Common Stock	66,668	(1)	0	D
Restricted Stock Units	(3)	07/01/2024		M			66,792	(3)	(3)	Common Stock	66,792	(3)	66,792	D

Explanation of Responses:

1. This represents the third vesting on July 1, 2024 in the amount of 66,668 units for a total amount vested of 200,000 of the restricted stock units issued on July 1, 2021. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

2. Shares withheld by DZS to satisfy tax withholding requirements on vesting of restricted stock.

3. This represents the second vesting on July 1, 2024 in the amount of 66,792 units for a total amount vested of 133,584 of the restricted stock units issued on July 1, 2022. The remaining vesting will occur on July 1, 2025 subject to the reporting person's continued employment with the issuer on such vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

Remarks:

	/s/Laura Larsen-Misunas as Power of Attorney	07/03/2024
	** 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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