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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020

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	02/13/2020	02/13/2020	F(1)		70,593	A	$0.46	3,060,673	I	By Trust(2)
Common Stock	02/13/2020	02/13/2020	F(3)		67,314	A	$0.76	3,127,987	I	By Trust(2)
Common Stock	02/13/2020	02/13/2020	F(4)		33,690	A	$0.76	3,161,677	I	By Trust(2)
Common Stock	02/13/2020	02/13/2020	F(5)		26,648	A	$1.08	3,188,325	I	By Trust(2)
Common Stock	02/13/2020	02/13/2020	F(6)		5,424	A	$1.95	3,193,749	I	By Trust(2)
Common Stock	02/13/2020		F(7)		1,810	A	$2.73	3,195,559	I	By Trust(2)
Common Stock	02/13/2020		F(8)		3,246	A	$2.73	3,198,805	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)	$0.46	02/13/2020	02/13/2020	M			180,000	(9)	07/15/2024	Common Stock	180,000	$0.00	0	D
Employee Stock Option (right to buy)	$0.76	02/13/2020	02/13/2020	M			200,000	(9)	12/06/2021	Common Stock	200,000	$0.00	0	D
Employee Stock Option (right to buy)	$0.76	02/13/2020	02/13/2020	M			100,000	(9)	01/17/2022	Common Stock	100,000	$0.00	0	D
Employee Stock Option (right to buy)	$1.08	02/13/2020	02/13/2020	M			90,000	(9)	04/01/2026	Common Stock	90,000	$0.00	0	D
Employee Stock Option (right to buy)	$1.95	02/13/2020	02/13/2020	M			41,250	(10)	04/17/2027	Common Stock	41,250	$0.00	0	D
Restricted Stock Unit	(11)	02/13/2020		M			2,500	(12)	(12)	Common Stock	2,500	$0.00	0	D
Restricted Stock Unit	(11)	02/13/2020		M			2,500	(13)	(13)	Common Stock	2,500	$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 70,593 shares of common stock on net exercise of option to purchase 180,000 shares of common stock. The reporting person forfeited 109,407 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

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 a director of the issuer.

3. Represents a "net exercise" of outstanding stock options. The reporting person received 67,314 shares of common stock on net exercise of option to purchase 200,000 shares of common stock. The reporting person forfeited 132,686 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

4. Represents a "net exercise" of outstanding stock options. The reporting person received 33,690 shares of common stock on net exercise of option to purchase 100,000 shares of common stock. The reporting person forfeited 66,310 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

5. Represents a "net exercise" of outstanding stock options. The reporting person received 26,648 shares of common stock on net exercise of option to purchase 90,000 shares of common stock. The reporting person forfeited 63,352 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

6. Represents a "net exercise" of outstanding stock options. The reporting person received 5,424 shares of common stock on net exercise of option to purchase 41,250 shares of common stock. The reporting person forfeited 35,826 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

7. Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 1,810 shares of common stock on the net stock issuance of 2,500 shares of common stock. The reporting person forfeited 690 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

8. Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 3,246 shares of common stock on the net stock issuance of 5,000 shares of common stock. The reporting person forfeited 1,754 shares of common stock underlying the vested and outstanding Restricted stock units to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

9. The option is fully vested.

10. 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. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 3,750 shares of common stock underlying this option to purchase common stock failed to vest and were cancelled.

11. Restricted stock units convert into common stock on a one-for-one basis.

12. On April 11, 2018, the reporting person was granted 30,000 restricted stock units. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/12, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each quarter of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/12. This Restricted stock unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be one quarter following the Date of Restricted stock unit Grant. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 12,500 shares of common stock underlying this restricted stock unit failed to vest and were cancelled.

13. On February 13, 2019, the reporting person was granted 30,000 restricted stock units. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/6, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each six month period of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/6. This Restricted stock unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be six months following the Date of Restricted stock unit Grant. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 20,000 shares of common stock underlying this restricted stock unit failed to vest and were cancelled.

Remarks:

	/s/Steve Cooper	02/18/2020
	/s/Steve Cooper, Trustee	02/18/2020
	** Signature of Reporting Person	Date
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