TSS, Inc. — Director's Dealing 2014

Sep 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TSS, Inc. (TSSI)
CIK: 0001320760
Period of Report: 2014-08-29

Reporting Person: Penver John K (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-29	Common Stock	A	250000	—	Acquired	250000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-29	Employee Stock Option	$	A	200000	Acquired	2024-08-29	Common Stock (200000)	Direct

Footnotes

F1: These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Penver and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 50,000 shares will vest on September 29, 2014, (2) 100,000 shares will vest on August 29, 2015, and (3) 100,000 shares will vest on August 29, 2016. All unvested shares of restricted stock will vest upon a change of control of the Issuer and an amount of up to 100,000 shares of restricted stock will vest in certain instances upon the termination of Mr. Penver's employment.

F2: These shares of restricted stock were granted to Mr. Penver for his services as the Chief Financial Officer of the Issuer.

F3: The exercise price is equal to the average of the high and low bid prices for the Issuer's common stock reported daily on the OTCQB marketplace during the 20 trading days following August 29, 2014.

F4: The option becomes exercisable in installments as follows: (1) 100,000 shares become exercisable when the fair market value of the Issuer's common stock is at least $2.00 for 20 consecutive business days, and (2) 100,000 shares become exercisable when the fair market value of the Issuer's common stock is at least $3.00 for 20 consecutive business days. The option will become immediately exercisable upon the occurrence of a change in control of the Issuer that occurs on or after August 29, 2015.