Stingray Group Inc. — Director's Dealing 2021

Sep 21, 2021

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP continue. See Instruction 1(b).

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person[*] 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer Pickle Paul H LANTRONIX INC [ LTRX ] (Check all applicable) X Director 10% Owner (Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) X Officer (give title Other (specify below) below) 09/20/2021 C/O LANTRONIX, INC. President & CEO 7535 IRVINE CENTER DRIVE, SUITE 100 4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable (Street) Line) IRVINE CA 92618 X Form filed by One Reporting Person Form filed by More than One Reporting (City) (State) (Zip) Person

Table I – Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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1. Title of Security (Instr. 3) 2. Transaction 2A. Deemed 3. 4. Securities Acquired (A) or 5. Amount of 6. Ownership 7. NatureDate Execution Date, if Transaction Disposed Of (D) (Instr. 3, 4 and Securities Form: Direct of Indirect(Month/Day/Year) any Code (Instr. 5) Beneficially Owned (D) or Indirect Beneficial(Month/Day/Year) 8) Following (I) (Instr. 4) OwnershipReported (Instr. 4)Code V Amount (A) or Price Transaction(s)(D) (Instr. 3 and 4)Common Stock 09/20/2021 M [(1)] 20,000 A $4.04 425,954 D----- End of picture text -----

Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

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1. Title of 2. 3. Transaction 3A. Deemed 4. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price 9. Number 10. 11. NatureDerivative Conversion Date Execution Date, if Transaction Derivative Expiration Date Securities Underlying of of Ownership of IndirectSecurity or Exercise (Month/Day/Year) any Code (Instr. Securities (Month/Day/Year) Derivative Security Derivative Derivative Form: Beneficial(Instr. 3) Price of (Month/Day/Year) 8) Acquired (A) or (Instr. 3 and 4) Security Securities Direct (D) OwnershipDerivative Disposed of (D) (Instr. 5) Beneficially or Indirect (Instr. 4)Security (Instr. 3, 4 Owned (I) (Instr.and 5) Following 4)ReportedAmount Transactionor (s) (Instr. 4)Date Expiration NumberCode V (A) (D) Exercisable Date Title of SharesStockOption$4.04 09/20/2021 M 20,000 04/22/2019 04/22/2026 [Common ] 20,000 $0 480,000 D(Right Stockto buy)----- End of picture text -----

Explanation of Responses:

1. Represents shares of common stock acquired via exercise of inducement stock options ("Inducement Options") granted on April 22, 2019. The Inducement Options vest according to the following schedule: 250,000 of the options vested one year from date of grant, the next 100,000 options vest 1/24th per month over the following 24 months, and the remaining 150,000 options vest 1/12th each month thereafter for a period of 12 months.

Remarks:

/s/ Jeremy Whitaker, Attorney-in-fact for Paul 09/20/2021 H. Pickle

** Signature of Reporting Person Date

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• If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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