Sec Form 4 Filing - Johnson Michael @ Flux Power Holdings, Inc. - 2019-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Johnson Michael 2. Issuer Name and Ticker or Trading Symbol Flux Power Holdings, Inc. [ FLUX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FLUX POWER HOLDINGS, INC., 2685 S. MELROSE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) VISTA,, CA92081 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Convertible Note ( 1 ) ( 1 ) 12/31/2019 P ( 1 ) 06/30/2020 Common Stock ( 1 ) ( 1 ) $ 5,666,503 I See footnote ( 2 ) Stock Option ( 3 ) $ 8.87 01/01/2020 A 3,948 ( 3 ) 01/01/2030 Common Stock 3,948 ( 3 ) 3,948 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Michael C/O FLUX POWER HOLDINGS, INC. 2685 S. MELROSE DRIVE VISTA,, CA92081 X X Signatures /s/ Michael Johnson 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with Flux Power, Inc., the wholly-owned subsidiary of the Issuer, extension of the maturity date from December 31, 2019 to June 30, 2020 of the Secured Promissory Note, dated March 28, 2019, as amended on October 10, 2019 and December 31, 2019 ("Note") for a $12 million line of credit, held Esenjay Investments, LLC, a Delaware limited liability company ("Esenjay"), the Issuers granted Esenjay the right to convert the Note at any time on or after the Issuer's next qualified financing (with gross proceeds of at least $1 million) at a conversion price equal to the price per share paid by other investors in such financing. As of December 31, 2019, Esenjay has $5,666,503 outstanding under the Note. ( 2 )Mr. Johnson is the sole director and beneficial owner of Esenjay. ( 3 )Pursuant to the stock option, Reporting Person has a right to purchase up to 3,948 shares of common stock of Issuer. The stock option vests over a 2 year period in quarterly installments, starting on 1/1/2020. The exercise price is the fair market value of Issuer's common stock, which is $8.87 per share based on the Issuer's 30day volume-weighted average price on January 1, 2020.

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).

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