Cooper Steve D Form 3 ONE STOP SYSTEMS / Steve D Cooper ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cooper Steve D

(Last) (First) (Middle)

2235 ENTERPRISE STREET #110

(Street)

ESCONDIDO CA 92029

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2018

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,988,116	I	By trust(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	03/31/2018	Common Stock	100,000	1.1	D
Employee Stock Option (right to buy)	(2)	05/13/2019	Common Stock	100,000	0.825	D
Employee Stock Option (right to buy)	(2)	12/06/2021	Common Stock	200,000	0.76	D
Employee Stock Option (right to buy)	(2)	01/17/2022	Common Stock	100,000	0.836	D
Employee Stock Option (right to buy)	(2)	07/15/2024	Common Stock	180,000	0.46	D
Employee Stock Option (right to buy)	(3)	04/01/2026	Common Stock	90,000	1.08	D
Employee Stock Option (right to buy)	(4)	04/17/2027	Common Stock	45,000	1.95	D

1. Name and Address of Reporting Person^*

Cooper Steve D

(Last) (First) (Middle)

2235 ENTERPRISE STREET #110

(Street)

ESCONDIDO CA 92029

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cooper Revocable Trust dated April 25, 2001

(Last) (First) (Middle)

2235 ENTERPRISE STREET #110

(Street)

ESCONDIDO CA 92029

(City) (State) (Zip)

Explanation of Responses:

1. These shares are owned directly by the Cooper Revocable Trust dated April 25, 2001, a ten percent owner of the issuer, and indirectly by Steve Cooper as trustee of the trust. Steve Cooper is an officer and director of the issuer.

2. The option is fully vested.

3. The option is exercisable as it vests. 1/3 of the shares subject to the option vested on April 2, 2017, and 1/12th of the total number of shares subject to the option vest quarterly thereafter, subject to the reporting person's continued service to the issuer through each such vesting date.

4. The option is exercisable as it vests. 1/3 of the shares subject to the option will vest on April 18, 2018, and 1/12th of the total number of shares subject to the option vest quarterly thereafter, subject to the reporting person's continued service to the issuer through each such vesting date.

Remarks:

	/s/ Steve Cooper	01/31/2018
	Steve Cooper, Trustee	01/31/2018
	** 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 5 (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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