Revocable Trust dated April 25, 2001 Cooper Form 4 ONE STOP SYSTEMS / Steve D Cooper 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^*

Cooper Steve D

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

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2019

4. 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 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	05/08/2019	05/08/2019	F(1)		33,485	A	$0.75	2,967,151	I	By Trust(2)

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
Employee Stock Option (right to buy)	$0.75	05/08/2019	05/08/2019	M			100,000	(3)	05/13/2019	Common Stock	100,000	$0.00	0	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

SUITE 110

(Street)

ESCONDIDO CA 92029

(City) (State) (Zip)

Explanation of Responses:

1. Represents a "net exercise" of outstanding stock options. The reporting person received 33,485 shares of common stock on net exercise of option to purchase 100,000 shares of common stock. The reporting person forfeited 66,515 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on May 8, 2019 of $2.38.

2. 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.

3. The option is fully vested.

Remarks:

	/s/Steve Cooper	05/24/2019
	Steve Cooper, Trustee	05/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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