Sec Form 4 Filing - VOGT CHARLES D @ DASAN ZHONE SOLUTIONS INC - 2020-08-01

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 VOGT CHARLES D 2. Issuer Name and Ticker or Trading Symbol DASAN ZHONE SOLUTIONS INC [ DZSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O DASAN ZHONE SOLUTIONS, INC., 5700 TENNYSON PKWY, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2020 (Street) PLANO, TX75024 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 08/01/2020 A 44,444 ( 1 ) A $ 0 44,444 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 Stock Option (Right to buy) $ 10.11 08/01/2020 A 370,370 ( 2 ) 08/01/2030 Common Stock 370,370 $ 0 370,370 D Stock Option (Right to buy) $ 10.11 08/01/2020 A 148,148 ( 3 ) 08/01/2030 Common Stock 148,148 $ 0 518,518 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VOGT CHARLES D C/O DASAN ZHONE SOLUTIONS, INC. 5700 TENNYSON PKWY, 4TH FLOOR PLANO, TX75024 X President & CEO Signatures /s/Laura Larsen-Misunas as Power of Attorney 08/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units issued to the reporting person that will vest in three equal installments on June 10, 2021, 2022 and 2023, subject to the reporting person's continued employment to the issuer on each such vesting date. Each restricted stock unit represents the right to receive one share of the company's common stock upon vesting. ( 2 )These options will cliff vest on August 1, 2023, subject to the Executive's continued employment through the vesting date. ( 3 )These options will vest over a three year vesting schedule as follows: 33% of the options will vest on the first (1st) anniversary of of the grant date or August 1, 2021 and the remainder will vest in 24 equal monthly installments thereafter, subject to the Executive's continued employment.

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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