STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bo-Linn Cheemin

(Last)

(First)

(Middle)

C/O FLUX POWER HOLDINGS, INC.

2685 S. MELROSE DRIVE

(Street)

VISTA

92081

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Flux Power Holdings, Inc. [ FLUX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
FORMER DIRECTOR

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2024

4. If Amendment, Date of 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

**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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽³⁾	04/18/2024		M⁽¹⁾		16,883	A	⁽¹⁾	39,501	D
Common Stock⁽²⁾⁽³⁾	04/18/2024		M⁽²⁾		1,678	A	⁽²⁾	41,179	D

**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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾⁽³⁾	⁽¹⁾	04/18/2024		M			16,883	⁽¹⁾	⁽¹⁾	Common Stock	16,883	⁽¹⁾	0	D
Restricted Stock Unit⁽²⁾⁽³⁾	⁽²⁾	04/18/2024		M			1,678	⁽²⁾	⁽²⁾	Common Stock	1,678	⁽²⁾	0	D

Explanation of Responses:

1. Represents a grant of 16,883 restricted stock units ("RSUs") on April 20, 2023 (the "2023 Grant") subject to the conditions of the restricted stock unit award agreement pursuant to the Issuer's 2014 Equity Incentive Plan (the "2014 Plan"). On April 18, 2024, the entire 2023 Grant accelerated and became fully vested as of April 18, 2024.

2. Represents a grant of RSUs on August 26, 2022 subject to the conditions of the restricted stock unit award agreement pursuant to the Issuer's 2014 Plan (the "2022 Grant"). One third of the 2022 Grant vested on August 26, 2022, and a subsequent one third vested on April 29, 2023. On April 18, 2024, the remaining one third of the 2022 Grant accelerated and became fully vested as of April 18, 2024.

3. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

Remarks:

Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated May 2, 2022.) This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving in the role as the Company's director, effective as of April 18, 2024, and therefore is no longer subject to Section 16 reporting.

	/s/ Ronald F. Dutt, Attorney-in-fact for Cheemin Bo-Linn	04/19/2024
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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