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 *
DUTT RONALD F
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(Last)
(First)
(Middle)
C/O FLUX POWER HOLDINGS, INC., 2685 S. MELROSE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/05/2020
(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Time Based Restricted Stock Units $ 0 11/05/2020   A   6,607     (1)   (1) Common Stock 6,607 $ 0 6,607 D  
Performance Based Restricted Stock Units $ 0 11/05/2020   A   9,910     (2)   (2) Common Stock 9,910 $ 0 6,607 D  
Retention Based Restricted Stock Units $ 0 11/05/2020   A   13,214     (3)   (3) Common Stock 13,214 $ 0 13,214 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DUTT RONALD F
C/O FLUX POWER HOLDINGS, INC.
2685 S. MELROSE DRIVE
VISTA,, CA 92081		   X     CEO & President  

Signatures

 /s/ Ronald F. Dutt   11/09/2020
**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) Represents a grant of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Equity Incentive Plan ("Plan") on November 5, 2020 (the "Grant Date"). Each RSU represents the right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs are scheduled to cliff vest at the end of three years, as long as the reporting person has completed three years of service of the vesting schedule.
(2) Represents a maximum grant of RSUs pursuant to the Issuer's Plan on the Grant Date, contingent upon the terms and conditions of the Performance Restricted Stock Unit Award Agreement under the Issuer's Plan based on target performance goals approved by the Issuer's board of directors (the "Board") for each fiscal period. Each RSU represents the right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs will vest in one-third installments at the end of each fiscal period of the Issuer over a three-year period.
(3) Represents a one-time grant of RSU pursuant to the Issuer's Plan on the Grant Date. Each RSU represents the right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs are scheduled to cliff vest at the end of three years, as long as the reporting person remains employed with the Issuer at the time of vesting.

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