Sec Form 4 Filing - Benck Jeff @ LANTRONIX INC - 2018-06-01

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 Benck Jeff 2. Issuer Name and Ticker or Trading Symbol LANTRONIX INC [ LTRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O LANTRONIX, INC., 7535 IRVINE CENTER DRIVE, #100 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2018 (Street) IRVINE, CA92618 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 06/01/2018 M( 1 ) 37,500 A $ 0 284,074 D Common Stock 06/01/2018 F( 2 ) 19,044 D $ 3.46 265,030 D Common Stock 06/04/2018 M( 3 ) 25,000 A $ 1.12 290,030 D Common Stock 06/04/2018 S 25,000 D $ 3.37 ( 4 ) 265,030 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 ( 2 ) 06/01/2018 M 37,500 ( 1 ) ( 1 ) Common Stock 37,500 $ 0 75,000 D Stock Option (Right to buy) $ 1.12 06/04/2018 M 25,000 ( 5 ) 12/06/2022 Common Stock 25,000 $ 0 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benck Jeff C/O LANTRONIX, INC. 7535 IRVINE CENTER DRIVE, #100 IRVINE, CA92618 X Chief Executive Officer Signatures /s/ Jeremy Whitaker, Attorney-in-fact for Jeff Benck 06/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Restricted Stock Units ("RSUs") granted on April 28, 2016 pursuant to an Inducement Restricted Stock Unit Agreement (the "RSU Agreement"). The remaining RSUs vest at the rate of 37,500 each quarter through December 2018. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Lantronix, Inc. common stock. ( 2 )In accordance with the terms of the RSU Agreement, 19,044 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding. ( 3 )Represents shares of common stock acquired via exercise of Stock Options granted on December 4, 2015 (the "Grant Date") under the Lantronix, Inc. Amended and Restated 2010 Stock Incentive Plan (the "2010 SIP"). ( 4 )This transaction was executed in multiple trades at prices ranging from $3.30 to $3.42. 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 )The option vests according to the following schedule: (i) 25% of the option (37,500 shares) vested on September 1, 2017, which was the one year anniversary of the Vesting Commencement Date (September 1, 2016) and (ii) 1/48 of the option vests on each monthly anniversary of the Vesting Commencement Date thereafter, such that 100% of the option will be fully vested on the four year anniversary of the Vesting Commencement Date.

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