Jennifer Lingjie Gu Form 5 FOCUS UNIVERSAL / Jennifer Lingjie Gu ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Gu Jennifer Lingjie

(Last) (First) (Middle)

C/O FOCUS UNIVERSAL INC.

2311 EAST LOCUST STREET

(Street)

ONTARIO CA 91761

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FOCUS UNIVERSAL INC. [ FCUV ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	01/07/2021		G4	142,800	D	(1)	7,457,200	I	By Spouse
Common Stock	01/07/2021		G4	142,800	A	(1)	142,800	I	See Footnote(1)
Common Stock	02/01/2021		G4	125,000	D	(2)	7,332,200	I	By Spouse
Common Stock	02/01/2021		G4	125,000	A	(2)	267,800	I	See Footnote(2)
Common Stock	02/04/2021		G4	125,000	D	(3)	7,207,200	I	By Spouse
Common Stock	02/04/2021		G4	125,000	A	(3)	392,800	I	See Footnote(3)
Common Stock	02/10/2021		G4	125,000	D	(4)	7,082,200	I	By Spouse
Common Stock	02/10/2021		G4	125,000	A	(4)	517,800	I	See Footnote(4)
Common Stock	02/10/2021		G4	125,000	D	(5)	6,957,200	I	By Spouse
Common Stock	02/10/2021		G4	125,000	A	(5)	125,000	I	See Footnote(5)
Common Stock	02/10/2021		G4	125,000	D	(6)	6,832,200	I	By Spouse
Common Stock	02/10/2021		G4	125,000	A	(6)	125,000	I	See Footnote(6)
Common Stock	03/01/2021		G4	250,000	D	(7)	6,582,200	I	By Spouse
Common Stock	03/01/2021		G4	250,000	A	(7)	375,000	I	See Footnote(7)
Common Stock	03/01/2021		G4	250,000	D	(8)	6,332,200	I	By Spouse
Common Stock	03/01/2021		G4	250,000	A	(8)	375,000	I	See Footnote(8)
Common Stock	03/03/2021		G4	375,000	D	(9)	5,957,200	I	By Spouse
Common Stock	03/03/2021		G4	375,000	A	(9)	892,800	I	See Footnote(9)
Common Stock	12/29/2021		G4	245,000	D	(10)	5,712,200	I	By Spouse
Common Stock	12/29/2021		G4	245,000	A	(10)	1,137,800	I	See Footnote(10)
Common Stock	12/29/2021		G4	70,000	D	(11)	689,000	I	See Footnote(11)
Common Stock	12/29/2021		G4	13,000	D	(12)	676,000	I	See Footnote(12)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Edward Lee, the Reporting Person's spouse, transferred 142,800 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.

2. Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.

3. Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.

4. Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.

5. Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to the Brandon Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 125,000 shares of the Issuer's Common Stock through her child.

6. Edward Lee, the Reporting Person's spouse, transferred 125,000 shares of the Issuer's Common Stock to the Isabella Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 125,000 shares of the Issuer's Common Stock through her child.

7. Edward Lee, the Reporting Person's spouse, transferred 250,000 shares of the Issuer's Common Stock to the Brandon Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 250,000 shares of the Issuer's Common Stock through her child.

8. Edward Lee, the Reporting Person's spouse, transferred 250,000 shares of the Issuer's Common Stock to the Isabella Lee Irrevocable Trust, the beneficiary of which is the Reporting Person's child. The Reporting Person may be deemed to have indirect beneficial ownership of these 250,000 shares of the Issuer's Common Stock through her child.

9. Edward Lee, the Reporting Person's spouse, transferred 375,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.

10. Edward Lee, the Reporting Person's spouse, transferred 245,000 shares of the Issuer's Common Stock to himself and the Reporting Person as trustees of the Lee-Gu Foundation.

11. The Reporting Person and Edward Lee, the Reporting Person's spouse, as trustees of the Lee-Gu Family Foundation, donated 70,000 shares of the Issuer's Common Stock to the Asian Pacific Community Fund.

12. The Reporting Person and Edward Lee, the Reporting Person's spouse, as trustees of the Lee-Gu Family Foundation, donated 13,000 shares of the Issuer's Common Stock to the First Evangelical Church of Diamond Bar.

Remarks:

Edward Lee, the Reporting Person's spouse, made these transactions for estate planning purposes; however, he could only medallion signature guarantee certain amounts of shares per week, which is why there are multiple transactions.

	/s/ Gilbert J. Bradshaw, Attorney-in-Fact for Jennifer Gu	04/04/2022
	** Signature of Reporting Person	Date
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