SEC Info - Whitaker Jeremy - ‘4’ for 9/15/22 re: Lantronix Inc.

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^*

Whitaker Jeremy

(Last)

(First)

(Middle)

C/O LANTRONIX, INC.

48 DISCOVERY, SUITE 250

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LANTRONIX INC [ LTRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
9/15/22

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/15/22		A ⁽¹⁾		14,876	A	$0	245,569	D
Common Stock	9/15/22		S ⁽²⁾		2,480	D	$5.504 ⁽³⁾	243,089	D
Common Stock	9/16/22		S ⁽²⁾		2,479	D	$5.229 ⁽⁴⁾	240,610	D
Common Stock	9/19/22		S ⁽²⁾		2,479	D	$5.164 ⁽⁵⁾	236,494 ⁽⁶⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) On October 18, 2019, the reporting person was granted Restricted Stock Units ("RSUs") with performance-based vesting requirements. A percentage of the target number of RSUs subject to the award are eligible to vest in each of the three years beginning in fiscal 2020 based on certain earnings per share targets and revenue targets. This transaction reflects the vesting and payment of 14,876 RSUs subject to the award on September 15, 2022 with respect to the performance conditions that were satisfied for fiscal 2022.

(2) Represents shares of Lantronix, Inc. common stock sold upon vesting to cover required tax withholding. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

(3) This transaction was executed in multiple trades at prices ranging from $5.44 to $5.56. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

(4) This transaction was executed in multiple trades at prices ranging from $5.15 to $5.34. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

(5) This transaction was executed in multiple trades at prices ranging from $5.11 to $5.23. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

(6) The reporting person transferred 1,637 of the net shares of Lantronix, Inc. common stock received at vesting to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.

	/s/ Jeremy Whitaker	9/19/22
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
S	Open market or private sale of non-derivative or derivative security.

Whitaker Jeremy – ‘4’ for 9/15/22 re: Lantronix Inc.

On: Monday, 9/19/22, at 8:02pm ET · For: 9/15/22 · As: Officer · Accession #: 1683168-22-6491 · File #: 1-16027

Previous ‘4’: ‘4’ on 9/14/22 for 9/12/22 · Next: ‘4’ on 7/6/23 for 7/5/23 · Latest: ‘4’ on 9/14/23 for 9/13/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Whitaker Jeremy – ‘4’ for 9/15/22 re: Lantronix Inc.

On: Monday, 9/19/22, at 8:02pm ET · For: 9/15/22 · As: Officer · Accession #: 1683168-22-6491 · File #: 1-16027

Previous ‘4’: ‘4’ on 9/14/22 for 9/12/22 · Next: ‘4’ on 7/6/23 for 7/5/23 · Latest: ‘4’ on 9/14/23 for 9/13/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents