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)
04/28/2022
(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
Common Stock (1) 04/29/2022   M(1)   1,526 A (1) 4,487,480 I See footnote (4)

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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
Restricted Stock Units (2) (2) 04/29/2022   M     1,526   (2)   (2) Common Stock 1,526 (2) 3,052 D  
Restricted Stock Units (3) (3) 04/28/2022   A   17,793     (3)   (3) Common Stock 17,793 (3) 17,793 D  

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/ Charles A. Scheiwe,Attorney-in-fact for Michael Johnson   05/02/2022
**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 the number of common stock issued upon the vesting of 1,526 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.
(2) Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. On April 29, 2021, in consideration for board services the Issuer granted 4,578 RSUs pursuant to a Restricted Stock Unit Award Agreement. One third of the original grant of 4,578 RSUs pursuant to the Issuer's 2014 Equity Incentive Plan vested on April 29, 2022, and 1,526 of the remaining RSUs will vest on April 29, 2023 and April 29, 2024, respectively.
(3) Represents a grant of RSUs on April 28, 2022 pursuant to the Issuer's 2014 Equity Incentive Plan in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-executive director with the Issuer, in connection with services. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. Subject to the conditions of the Restricted Stock Unit Award Agreement, the RSUs are scheduled to vest on April 28, 2023, which is one year from the date of grant.
(4) 1,526 shares of common stock are directly held by the Reporting Person and 4,485,954 are held by Esenjay Investments, LLC, a Delaware limited liability company ("Esenjay"). The Reporting Person is the sole director and beneficial owner of Esenjay.
 
Remarks:
Exhibit 24 - Power of Attorney

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