Sec Form 4 Filing - Cooper Steve D @ ONE STOP SYSTEMS, INC. - 2020-03-12

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 Cooper Steve D 2. Issuer Name and Ticker or Trading Symbol ONE STOP SYSTEMS, INC. [ OSS] 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) 2235 ENTERPRISE STREET #110, 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2020 (Street) ESCONDIDO, CA92029 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/12/2020 F( 1 ) 6,935 A $ 1.56 3,205,740 I By Trust ( 2 ) Common Stock 03/12/2020 F( 3 ) 6,935 A $ 1.56 3,212,675 I By Trust ( 2 )

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 Unit ( 4 ) 03/12/2020 M 10,000 ( 5 ) ( 6 ) ( 6 ) Common Stock 10,000 $ 0 0 ( 7 ) D Restricted Stock Unit ( 4 ) 03/12/2020 M 10,000 ( 8 ) ( 9 ) ( 9 ) Common Stock 10,000 $ 0 0 ( 10 ) D Employee Stock Option (right to buy) $ 1.95 03/12/2020 A 3,750 ( 11 ) ( 12 ) ( 12 ) Common Stock 3,750 $ 0 3,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cooper Steve D 2235 ENTERPRISE STREET #110 ESCONDIDO, CA92029 X X Cooper Revocable Trust dated April 25, 2001 2235 ENTERPRISE STREET SUITE 110 ESCONDIDO, CA92029 X Signatures /s/Steve Cooper 03/20/2020 Signature of Reporting Person Date /s/Steve Cooper, Trustee 03/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 6,935 shares of common stock on the net stock issuance of 10,000 shares of common stock. The reporting person forfeited 3,065 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on March 12, 2020 of $1.56. ( 2 )These shares are owned directly by the Cooper Revocable Trust dated April 25, 2001, a ten percent owner of the issuer, and indirectly by Steve Cooper as trustee of the trust. Steve Cooper is a director of the issuer. ( 3 )Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 6,935 shares of common stock on the net stock issuance of 10,000 shares of common stock. The reporting person forfeited 3,065 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on March 12, 2020 of $1.56. ( 4 )Restricted stock units convert into common stock on a one-for-one basis. ( 5 )The Reporting Person's Form 4 filed on February 18, 2020, reported in Footnote 12 that 12,500 shares of common stock underlying the restricted stock units failed to vest and were canceled as a result of the Reporting Person's service to the Company having ceased as of February 15, 2020. However, pursuant to the terms of the Reporting Person's Employment Agreement with the Company, 10,000 of the 12,500 shares of common stock underlying the restricted stock units accelerated and became fully vested and exercisable upon the Reporting Person's subsequent execution of a Waiver and Release. ( 6 )On April 11, 2018, the reporting person was granted 30,000 restricted stock units. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/12, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each quarter of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/12. This Restricted stock unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be one quarter following the Date of Restricted stock unit Grant. ( 7 )On February 15, 2020, the Reporting Person's service as an employee to the Company ceased and, as such, 2,500 shares of common stock underlying the restricted stock units failed to vest and were cancelled. ( 8 )The Reporting Person's Form 4 filed on February 18, 2020, reported in Footnote 13 that 20,000 shares of common stock underlying the restricted stock units failed to vest and were canceled as a result of the Reporting Person's service to the Company having ceased as of February 15, 2020. However, pursuant to the terms of the Reporting Person's Employment Agreement with the Company, 10,000 of the 20,000 shares of common stock underlying the restricted stock units accelerated and became fully vested and exercisable upon the Reporting Person's subsequent execution of a Waiver and Release. ( 9 )On February 13, 2019, the reporting person was granted 30,000 restricted stock units. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/6, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each six month period of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/6. This Restricted stock unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be six months following the Date of Restricted stock unit Grant. ( 10 )On February 15, 2020, the Reporting Person's service as an employee to the Company ceased and, as such, 10,000 shares of common stock underlying the restricted stock units failed to vest and were cancelled. ( 11 )The Reporting Person's Form 4 filed on February 18, 2020, reported in Footnote 10 that 3,750 shares of common stock underlying the option to purchase common stock failed to vest and were canceled as a result of the Reporting Person's service to the Company having ceased as of February 15, 2020. However, pursuant to the terms of the Reporting Person's Employment Agreement with the Company, 3,750 shares of common stock underlying the option to purchase common stock accelerated and became fully vested and exercisable upon the Reporting Person's subsequent execution of a Waiver and Release. ( 12 )The option is exercisable as it vests. 1/3 of the shares subject to the option will vest on April 18, 2018, and 1/12th of the total number of shares subject to the option vest quarterly thereafter, subject to the reporting person's continued service to the issuer through each such vesting date.

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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