LANTRONIX INC — Director's Dealing 2019

May 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LANTRONIX INC (LTRX)
CIK: 0001114925
Period of Report: 2019-05-13

Reporting Person: HALE MARTIN M JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-13	Common Stock	M	5000	—	Acquired	1946748	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-13	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Footnotes

F1: Represent shares of common stock issued upon the vesting of restricted stock units ("RSUs") granted on November 13, 2018 (the "Grant Date").

F2: Includes 1,941,748 shares of common stock of Lantronix Inc. (the "Issuer") held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"). Martin Hale, Jr. is the Chief Executive Officer of HCP. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of Hale Fund Management, LLC, a Delaware limited liability company ("HFM"). HFM is the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP. Each of Martin Hale, Jr., HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest.

F3: RSUs convert into common stock on a one-for-one basis.

F4: The restricted stock units ("RSUs") vest at the rate of one half (1/2) of the shares vesting six (6) months following the Grant Date and one half (1/2) of the shares vesting on the first anniversary of the Grant Date, such that the RSUs will be fully (100%) vested after one (1) year.

F5: Martin Hale, Jr. holds the RSUs listed in this Form 4 (and any shares of Common Stock issuable upon vesting thereof) for the benefit of Hale Capital Partners, LP.