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: Hakam Fathi (Vice President of Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-01	Common Stock	M	6250	—	Acquired	112218	Direct
2022-09-01	Common Stock	F	2161	$5.85	Disposed	110057	Direct
2022-09-01	Common Stock	A	20000	—	Acquired	130057	Direct
2022-09-01	Common Stock	S	3334	$5.846	Disposed	126723	Direct
2022-09-02	Common Stock	S	3333	$6.039	Disposed	123390	Direct
2022-09-06	Common Stock	S	3333	$6.059	Disposed	120057	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-01	Restricted Stock Units	$	M	6250	Disposed		Common Stock (6250)	Direct

Footnotes

F1: Represents Restricted Stock Units ("RSUs") granted on August 31, 2018. The restricted stock units ("RSUs") vest such that (a) 25% of the shares (25,000 shares) vested on September 1, 2019, the one-year anniversary of the grant date and (b) 1/16 of the shares (6,250 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 Inducement RSU represents the right to receive one share of the issuer's common stock.

F2: In accordance with the terms of the RSU Agreement, 2,161 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 20,000 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 $5.74 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.