LANTRONIX INC — Director's Dealing 2022

Sep 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LANTRONIX INC (LTRX)
CIK: 0001114925
Period of Report: 2022-09-01

Reporting Person: Whitaker Jeremy (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-01	Common Stock	M	2813	—	Acquired	209382	Direct
2022-09-01	Common Stock	F	972	$5.85	Disposed	208410	Direct
2022-09-01	Common Stock	A	30000	—	Acquired	238410	Direct
2022-09-01	Common Stock	S	5000	$5.847	Disposed	233410	Direct
2022-09-02	Common Stock	S	5000	$6.039	Disposed	228410	Direct
2022-09-06	Common Stock	S	5000	$6.058	Disposed	219431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-01	Restricted Stock Units	$	M	2813	Disposed		Common Stock (2813)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs") granted on August 31, 2018. The RSUs vest such that (a) 25% of the shares (11,250 shares) vested on September 1, 2019, the one-year anniversary of the grant date and (b) 1/16 of the shares vest quarterly thereafter, such that one hundred percent (100%) of the RSUs will be fully vested on the four-year anniversary of the grant date. Each RSU represents the right to receive one share of the issuer's common stock.

F2: In accordance with the terms of the RSU Agreement, 972 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

F3: On November 2, 2020, the reporting person was granted Restricted Stock Units ("RSUs") with performance-based vesting requirements. A percentage of the target number of RSUs subject to the award are eligible to vest in each of the three years beginning in fiscal 2021 based on certain earnings per share targets and revenue targets. This transaction reflects the vesting and payment of 30,000 RSUs subject to the award on September 1, 2022 with respect to the performance conditions that were satisfied for fiscal 2022.

F4: Represents shares of Lantronix, Inc. common stock sold upon vesting to cover required tax withholding. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F5: This transaction was executed in multiple trades at prices ranging from $5.73 to $5.92. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: This transaction was executed in multiple trades at prices ranging from $5.74 to $6.15. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F7: This transaction was executed in multiple trades at prices ranging from $6.02 to $6.11. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F8: The reporting person transferred 3,979 of the net shares of Lantronix, Inc. common stock received at vesting to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.