Sec Form 4 Filing - Pickle Paul H @ LANTRONIX INC - 2020-08-31

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 Pickle Paul H 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) President & CEO (Last) (First) (Middle) C/O LANTRONIX, INC., 7535 IRVINE CENTER DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2020 (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 08/31/2020 A( 1 ) 106,089 A $ 0 ( 1 ) 182,445 D Common Stock 08/31/2020 F( 2 ) 36,686 D $ 5.37 145,759 D Common Stock 09/01/2020 M( 3 ) 15,625 A $ 0 ( 3 ) 161,384 D Common Stock 09/01/2020 F( 4 ) 5,403 D $ 5.21 155,981 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 ( 5 ) 09/01/2020 M 15,625 ( 3 ) ( 3 ) Common Stock 15,625 $ 0 171,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pickle Paul H C/O LANTRONIX, INC. 7535 IRVINE CENTER DRIVE, SUITE 100 IRVINE, CA92618 X President & CEO Signatures /s/ Jeremy Whitaker, Attorney-in-fact for Paul H. Pickle 09/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 18, 2019, the reporting person was granted Restricted Stock Units ("RSUs") with performance-based vesting requirements. One third 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, revenue targets and relative total stockholder return conditions. This transaction reflects the vesting and payment of 106,089 RSUs subject to the award on August 31, 2020 with respect to the performance conditions that were satisfied for fiscal 2020. ( 2 )In accordance with the terms of the applicable RSU award agreement, 36,686 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding. ( 3 )On May 1, 2019 the reporting person was granted 250,000 RSUs that were scheduled to vest as follows: (a) 25% of the RSUs (62,500 shares) vested on June 1, 2020 and (b) 1/16 of the RSUs vest quarterly thereafter, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2024. This transaction reflects the vesting and payment of 15,625 RSUs subject to the award on September 1, 2020. ( 4 )In accordance with the terms of the applicable RSU award agreement, 5,403 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding. ( 5 )RSUs convert into common stock on a one-for-one basis.

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