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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note (3) | $ 4 | 06/30/2020 | M | $ 4,400,000 | 06/30/2020 | 12/31/2020 | Common Stock | 1,100,000 | $ 4 | $ 823,417 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Johnson Michael C/O FLUX POWER HOLDINGS, INC. 2685 S. MELROSE DRIVE VISTA,, CA 92081 |
X | X |
/s/ Michael Johnson | 07/02/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the acquisition of 75,000 shares of common stock (at $4.00 per share) acquired by Esenjay Investments, LLC, a Delaware limited liability company ("Esenjay") for $300,000 in cash. |
(2) | Includes 3,128,757 shares of common stock owned by Esenjay. |
(3) | Pursuant to the Secured Promissory Note, dated March 28, 2019, as amended on October 10, 2019, December 31, 2019, and June 30, 2020 held by Esenjay ("LOC Note") for a $12 million line of credit to Flux Power, Inc., the wholly-owned subsidiary of the Issuer, the Issuer granted Esenjay the right to convert the LOC Note at any time on or after the Issuer's next qualified financing (with gross proceeds of at least $1 million) at a conversion price equal to the price per share paid by other investors in such financing. The LOC Note became convertible on June 30, 2020 at $4.00 per share. As of the date of this filing, Esenjay has $823,417 outstanding under the LOC Note. |
(4) | The securities are held by Esenjay. Mr. Johnson is the sole director and beneficial owner of Esenjay. |