Sec Form 4 Filing - FITZGERALD ROBERT E @ TSR INC - 2021-02-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FITZGERALD ROBERT E 2. Issuer Name and Ticker or Trading Symbol TSR INC [ TSRI] 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) 101 SE 25TH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2021 (Street) MINERAL WELLS, TX76067 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, $0.01 par value 02/03/2021 P 348,414 A $ 7.25 487,614 I By QAR Industries, Inc. ( 3 ) Common Stock, $0.01 par value 30,000 D ( 1 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FITZGERALD ROBERT E 101 SE 25TH AVENUE MINERAL WELLS, TX76067 X X Signatures /s/ Robert E. Fitzgerald 02/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted stock award of 20,000 shares granted under the TSR, Inc. 2020 Equity Incentive Plan. The shares of restricted stock will remain subject to forfeiture during three years, during such time the forfeiture restrictions will lapse with respect to 10,000 shares, 5,000 shares and 5,000 shares respectively on each anniversary date of the grant date. The lapse of the forfeiture restrictions is conditioned on the reporting person continuing to provide services to TSR, Inc. (the "Company") through each vesting date. ( 2 )Includes restricted stock award of 10,000 shares granted under the TSR, Inc. 2020 Equity Incentive Plan. The shares of restricted stock will remain subject to forfeiture over three years until the Company's common stock have traded at certain pre-determined price thresholds for a 30-trading-day period. Once a price threshold was achieved by certain target dates, the forfeiture restrictions for the portion of the award related to that threshold will lapse, provided that the reporting person continues to provide services to the Company at the time of vesting. ( 3 )Shares held by QAR Industries, Inc. of which the reporting person is President, Chairman of the Board and majority shareholder.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.