Sec Form 4 Filing - BRONSON STEVEN N @ QUALSTAR CORP - 2020-03-06

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 BRONSON STEVEN N 2. Issuer Name and Ticker or Trading Symbol QUALSTAR CORP [ QBAK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) COB, CEO, President (Last) (First) (Middle) 1221 BRICKELL AVENUE, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2020 (Street) MIAMI, FL33131 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 ( 1 ) 03/06/2020 M 25,000 A 39,617 D Common Stock ( 1 ) 708,286 ( 3 ) I By BKF Asset Holdings, Inc. Common Stock ( 1 ) 10,000 I By Mr. Bronson's spouse. Common Stock ( 1 ) 708,286 ( 4 ) I By BKF Capital Group, Inc.

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 ) 03/06/2020 M 25,000 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRONSON STEVEN N 1221 BRICKELL AVENUE, SUITE 900 MIAMI, FL33131 X X COB, CEO, President BKF CAPITAL GROUP INC 1221 BRICKELL AVENUE, SUITE 900 MIAMI, FL33131 X BKF Asset Holdings, Inc. 1221 BRICKELL AVENUE, SUITE 900 MIAMI, FL33131 X Signatures /s/ Steven N. Bronson 03/10/2020 Signature of Reporting Person Date /s/ Steven N. Bronson, Chief Executive Officer of BKF Capital Group, Inc. 03/10/2020 Signature of Reporting Person Date /s/ Steven N. Bronson, Chief Executive Officer of BKF Asset Holdings, Inc. 03/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by BKF Capital Group, Inc. ("BKF Capital"), BKF Asset Holdings, Inc. ("BKF Holdings") and Steven N. Bronson (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his or its pecuniary interest therein. ( 2 )Each restricted stock unit represents a contingent right to one share of Qualstar Corporation common stock. ( 3 )Represents shares of common stock owned directly by BKF Holdings. BKF Holdings is wholly owned by BKF Capital. Steven N. Bronson, as the Chairman, CEO and majority shareholder of BKF Capital and the CEO of BKF Holdings, may be deemed to be the beneficial owner of the shares of Qualstar Corporation held by BKF Holdings. ( 4 )Represents shares of common stock owned indirectly by BKF Capital through BFK Holdings. Steven N. Bronson, as the Chairman, CEO and majority shareholder of BKF Capital, may be deemed to be the beneficial owner of the shares of Qualstar Corporation indirectly held by BKF Capital. ( 5 )For each of the fiscal years ended December 31, 2019 and December 31, 2020, RSUs for 25,000 shares of the Company's Common Stock shall vest and become issuable subject to the Company's achievement of financial and performance objectives for the applicable fiscal year established by the Compensation Committee of the Company's Board of Directors. Whether recipient's RSUs for the applicable fiscal year become vested and issuable shall be determined solely in the discretion of the Compensation Committee, or if such committee does not then exist at the time of determination, the Company's Board of Directors (excluding Executive). ( 6 )Subject to Sections 9.7(b) and 9.7(d) of that certain Employment Agreement entered into on April 13, 2019 by and between the Company and Steven N. Bronson, any such RSUs shall not be earned by or vest in recipient until the date such number, if any, is determined by the Compensation Committee. On March 6, 2020, the Company issued to Mr. Bronson 25,000 shares of the Company's Common Stock for the achievement of financial and performance objectives for the fiscal year ended December 31, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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