Darryll E Dewan Form 4 TSS / Darryll E Dewan 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^*

Dewan Darryll E

(Last) (First) (Middle)

C/O TSS, INC.

110 E. OLD SETTLERS ROAD

(Street)

ROUND ROCK TX 78664

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TSS, Inc. [ TSSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2025

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	01/16/2025		A		100,000(1)	A	$0	440,914	D
Common Stock	01/16/2025		F		12,884(2)	D	$11.79	428,030	D
Common Stock	01/16/2025		A		200,000(3)	A	$0	628,030	D
Common Stock								5,000	I	By Spouse

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

Explanation of Responses:

1. These shares of common stock represent restricted stock previously granted to Mr. Dewan that were subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Dewan remains employed through the vesting date: (1) 50,000 of the shares vested on the grant date, and (2) 50,000 of the shares will vest on January 1, 2026, and are subject to forfeiture.

2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of the restricted stock described in footnote (1) herein.

3. These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Dewan and the Issuer and are subject to forfeiture. The restricted stock award will vest in installments as follows: (1) 100,000 shares will vest on January 16, 2026, and (2) 100,000 shares will vest on January 16, 2027.

	/s/ Christopher R. Johnson, Attorney-in-Fact	01/21/2025
	** 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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