ONE STOP SYSTEMS, INC. — Director's Dealing 2020

Mar 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE STOP SYSTEMS, INC. (OSS)
CIK: 0001394056
Period of Report: 2020-03-12

Reporting Person: Cooper Steve D (Director, 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
2020-03-12	Common Stock	F	6935	$1.56	Acquired	3205740	Indirect
2020-03-12	Common Stock	F	6935	$1.56	Acquired	3212675	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-12	Restricted Stock Unit	$	M	10000	Disposed		Common Stock (10000)	Direct
2020-03-12	Restricted Stock Unit	$	M	10000	Disposed		Common Stock (10000)	Direct
2020-03-12	Employee Stock Option (right to buy)	$1.95	A	3750	Acquired		Common Stock (3750)	Direct

Footnotes

F1: Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 6,935 shares of common stock on the net stock issuance of 10,000 shares of common stock. The reporting person forfeited 3,065 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on March 12, 2020 of $1.56.

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 a director of the issuer.

F3: Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 6,935 shares of common stock on the net stock issuance of 10,000 shares of common stock. The reporting person forfeited 3,065 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on March 12, 2020 of $1.56.

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

F5: The Reporting Person's Form 4 filed on February 18, 2020, reported in Footnote 12 that 12,500 shares of common stock underlying the restricted stock units failed to vest and were canceled as a result of the Reporting Person's service to the Company having ceased as of February 15, 2020. However, pursuant to the terms of the Reporting Person's Employment Agreement with the Company, 10,000 of the 12,500 shares of common stock underlying the restricted stock units accelerated and became fully vested and exercisable upon the Reporting Person's subsequent execution of a Waiver and Release.

F6: On April 11, 2018, the reporting person was granted 30,000 restricted stock units. 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. The Initial Vesting Date shall be one quarter following the Date of Restricted stock unit Grant.

F7: On February 15, 2020, the Reporting Person's service as an employee to the Company ceased and, as such, 2,500 shares of common stock underlying the restricted stock units failed to vest and were cancelled.

F8: The Reporting Person's Form 4 filed on February 18, 2020, reported in Footnote 13 that 20,000 shares of common stock underlying the restricted stock units failed to vest and were canceled as a result of the Reporting Person's service to the Company having ceased as of February 15, 2020. However, pursuant to the terms of the Reporting Person's Employment Agreement with the Company, 10,000 of the 20,000 shares of common stock underlying the restricted stock units accelerated and became fully vested and exercisable upon the Reporting Person's subsequent execution of a Waiver and Release.

F9: On February 13, 2019, the reporting person was granted 30,000 restricted stock units. 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.

F10: On February 15, 2020, the Reporting Person's service as an employee to the Company ceased and, as such, 10,000 shares of common stock underlying the restricted stock units failed to vest and were cancelled.

F11: The Reporting Person's Form 4 filed on February 18, 2020, reported in Footnote 10 that 3,750 shares of common stock underlying the option to purchase common stock failed to vest and were canceled as a result of the Reporting Person's service to the Company having ceased as of February 15, 2020. However, pursuant to the terms of the Reporting Person's Employment Agreement with the Company, 3,750 shares of common stock underlying the option to purchase common stock accelerated and became fully vested and exercisable upon the Reporting Person's subsequent execution of a Waiver and Release.

F12: The option is exercisable as it vests. 1/3 of the shares subject to the option will vest on April 18, 2018, and 1/12th of the total number of shares subject to the option vest quarterly thereafter, subject to the reporting person's continued service to the issuer through each such vesting date.