Sec Form 4 Filing - Scheiwe Charles @ Flux Power Holdings, Inc. - 2024-03-01

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 Scheiwe Charles 2. Issuer Name and Ticker or Trading Symbol Flux Power Holdings, Inc. [ FLUX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Secretary (Last) (First) (Middle) C/O FLUX POWER HOLDINGS, INC., 2685 S. MELROSE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (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 Common Stock 03/01/2024 M 7,030 A 21,058 D Common Stock 03/01/2024 M 2,100 A 23,158 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 (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 Restricted Stock Units ( 1 ) 03/01/2024 M 7,030 ( 1 ) ( 1 ) Common Stock 7,030 ( 1 ) 0 D Restricted Stock Units ( 2 ) 03/01/2024 M 2,100 ( 2 ) ( 2 ) Common Stock 2,100 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scheiwe Charles C/O FLUX POWER HOLDINGS, INC. 2685 S. MELROSE DRIVE VISTA,, CA92081 CFO and Secretary Signatures /s/ Charles Scheiwe 03/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a one-time grant (the "2020 Grant") of restricted stock units ("RSUs") subject to the conditions of the restricted stock unit award agreement pursuant to the Issuer's 2014 Equity Incentive Plan (the "2014 Plan") in November 2020. In connection with the Transition (defined below), effective as of March 1, 2024 (the "Separation Date"), the entire 2020 Grant accelerated and became fully vested as of the Separation Date. ( 2 )Represents a grant of RSUs subject to the conditions of the restricted stock unit award agreement pursuant to the Issuer's 2014 Plan (the "2021 Grant") in October 2021. 1/3 of the Original Grant vested on October 27, 2022, and a subsequent 1/3 of the Original Grant vested on October 27, 2023. In connection with the Transition, the remaining 1/3 of the 2021 Grant accelerated and became fully vested as of the Separation Date.

Remarks: Effective as of March 1, the Reporting Person stepped down as the Issuer's Chief Financial Officer and Secretary, including all positions with the Company and its subsidiary and transitioned to a consultant for the Company (the "Transition"). As a result, this Form 4 serves as the Reporting Person's voluntary "exit" filing.

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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