ONE STOP SYSTEMS, INC. — Director's Dealing 2019

Aug 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE STOP SYSTEMS, INC. (OSS)
CIK: 0001394056
Period of Report: 2019-08-16

Reporting Person: Cooper Steve D (Director, President, CEO, 10% Owner)
Reporting Person: Cooper Revocable Trust dated April 25, 2001 (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-16	Common Stock	F	3803	$1.65	Acquired	2985954	Indirect
2019-08-16	Common Stock	F	2159	$1.65	Acquired	2988113	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-16	Restricted Stock Unit	$	M	5000	Disposed		Common Stock (5000)	Indirect
2019-08-16	Restricted Stock Unit	$	M	2500	Disposed		Common Stock (2500)	Indirect

Footnotes

F1: Represents a "net stock issuance" of vested and outstanding Restricted Stock Units. The reporting person received 3,803 shares of common stock on the net stock issuance of 5,000 shares of common stock. The reporting person forfeited 1,197 shares of common stock underlying the vested and outstanding Restricted Stock Units to cover tax withholdings, using the closing stock price on August 12, 2019 of $1.65.

F2: These shares are owned directly by the Cooper Revocable Trust dated April 25, 2001, a ten percent owner of the issuer, and indirectly by Steve Cooper as trustee of the trust. Steve Cooper is an officer and director of the issuer.

F3: Represents a "net stock issuance" of vested and outstanding Restricted Stock Units. The reporting person received 2,159 shares of common stock on the net stock issuance of 2,500 shares of common stock. The reporting person forfeited 341 shares of common stock underlying the vested and outstanding Restricted Stock Units to cover tax withholdings, using the closing stock price on August 12, 2019 of $1.65.

F4: Restricted stock units convert into common stock on a one-for-one basis.

F5: Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/6, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each six month period of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/6. This Restricted Stock Unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be six months following the Date of Restricted Stock Unit Grant.

F6: Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/12, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each quarter of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/12. This Restricted Stock Unit will be fully vested after three (3) years of service.