FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Johnson Michael
  2. Issuer Name and Ticker or Trading Symbol
Flux Power Holdings, Inc. [FLUX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FLUX POWER HOLDINGS, INC., 2685 S. MELROSE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2020
(Street)

VISTA,, CA 92081
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note (1) $ 4 07/22/2020   S     $ 400,000   (1) 09/30/2020 Common Stock 100,000 $ 4 $ 547,938 (1) I See footnote (2)

Reporting Owners

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    

Signatures

 /s/ Michael Johnson   07/23/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On July 22, 2020, Esenjay Investments, LLC ("Esenjay") assigned $400,000 in principal which was outstanding under the Amended and Restated Convertible Promissory Note dated March 9, 2020, as amended on June 2, 2020 (the "Promissory Note") to an unrelated third-party as settlement of certain obligations. The Promissory Note is convertible into shares of common stock of the Registrant at any time upon consummation of an offering of equity securities for up to $1 million before the Promissory Note's maturity date. The maturity date of the Promissory Note is September 30, 2020. The Promissory Note became convertible on June 30, 2020 at $4.00 per share. As of July 22, 2020, subsequent to the assignment Esenjay had approximately $547,938 outstanding in principal under the Promissory Note which is convertible into 136,985 shares of common stock based on $4.00 per share.
(2) Securities are held by Esenjay. Mr. Johnson is the sole director and beneficial owner of Esenjay.

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