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

Feb 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONE STOP SYSTEMS, INC. (OSS)
CIK: 0001394056
Period of Report: 2020-02-13

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
2020-02-13	Common Stock	F	70593	$0.46	Acquired	3060673	Indirect
2020-02-13	Common Stock	F	67314	$0.76	Acquired	3127987	Indirect
2020-02-13	Common Stock	F	33690	$0.76	Acquired	3161677	Indirect
2020-02-13	Common Stock	F	26648	$1.08	Acquired	3188325	Indirect
2020-02-13	Common Stock	F	5424	$1.95	Acquired	3193749	Indirect
2020-02-13	Common Stock	F	1810	$2.73	Acquired	3195559	Indirect
2020-02-13	Common Stock	F	3246	$2.73	Acquired	3198805	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-13	Employee Stock Option (right to buy)	$0.46	M	180000	Disposed	2024-07-15	Common Stock (180000)	Direct
2020-02-13	Employee Stock Option (right to buy)	$0.76	M	200000	Disposed	2021-12-06	Common Stock (200000)	Direct
2020-02-13	Employee Stock Option (right to buy)	$0.76	M	100000	Disposed	2022-01-17	Common Stock (100000)	Direct
2020-02-13	Employee Stock Option (right to buy)	$1.08	M	90000	Disposed	2026-04-01	Common Stock (90000)	Direct
2020-02-13	Employee Stock Option (right to buy)	$1.95	M	41250	Disposed	2027-04-17	Common Stock (41250)	Direct
2020-02-13	Restricted Stock Unit	$	M	2500	Disposed		Common Stock (2500)	Direct
2020-02-13	Restricted Stock Unit	$	M	2500	Disposed		Common Stock (2500)	Direct

Footnotes

F1: Represents a "net exercise" of outstanding stock options. The reporting person received 70,593 shares of common stock on net exercise of option to purchase 180,000 shares of common stock. The reporting person forfeited 109,407 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

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 exercise" of outstanding stock options. The reporting person received 67,314 shares of common stock on net exercise of option to purchase 200,000 shares of common stock. The reporting person forfeited 132,686 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

F4: Represents a "net exercise" of outstanding stock options. The reporting person received 33,690 shares of common stock on net exercise of option to purchase 100,000 shares of common stock. The reporting person forfeited 66,310 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

F5: Represents a "net exercise" of outstanding stock options. The reporting person received 26,648 shares of common stock on net exercise of option to purchase 90,000 shares of common stock. The reporting person forfeited 63,352 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

F6: Represents a "net exercise" of outstanding stock options. The reporting person received 5,424 shares of common stock on net exercise of option to purchase 41,250 shares of common stock. The reporting person forfeited 35,826 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

F7: Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 1,810 shares of common stock on the net stock issuance of 2,500 shares of common stock. The reporting person forfeited 690 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

F8: Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 3,246 shares of common stock on the net stock issuance of 5,000 shares of common stock. The reporting person forfeited 1,754 shares of common stock underlying the vested and outstanding Restricted stock units to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.

F9: The option is fully vested.

F10: 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. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 3,750 shares of common stock underlying this option to purchase common stock failed to vest and were cancelled.

F11: Restricted stock units convert into common stock on a one-for-one basis.

F12: 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. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 12,500 shares of common stock underlying this restricted stock unit failed to vest and were cancelled.

F13: 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. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 20,000 shares of common stock underlying this restricted stock unit failed to vest and were cancelled.