Raghu Marthi Form 3 DZS / Raghu Marthi 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^*

Marthi Raghu

(Last) (First) (Middle)

5700 TENNYSON PARKWAY,

SUITE 400

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2024

3. Issuer Name and Ticker or Trading Symbol
DZS INC. [ DZSI ]

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

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

5. 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 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	28,705	D

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
Stock Options (Right to Buy)	(1)	09/20/2031	Common Stock	35,000	12.85	D
Restricted Stock Units	(2)	(2)	Common Stock	17,500	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	13,334	(3)	D

Explanation of Responses:

1. These options vest over a four-year vesting schedule as follows: 25% of the options vests on September 20, 2022 and the remainder vests in 36 equal monthly installments thereafter subject to the reporting person's continued employment with the issuer on each such vesting date.

2. These restricted stock units were granted pursuant to the issuer's 2017 Incentive Award Plan and will vest in two equal installments on September 20, 2024 and 2025, subject to the reporting person's continued employment with the issuer on each vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

3. These restricted stock units were granted pursuant to the issuer's 2017 Incentive Award Plan and will vest in two equal installments on July 1, 2024 and 2025 subject to the reporting person's continued employment with the issuer on each vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

Remarks:

	/s/Laura Larsen-Misunas as Power of Attorney	05/01/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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