SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
X
 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*
Walters-Hoffert Lisa
(Last) (First) (Middle)
C/O FLUX POWER HOLDINGS, INC.
2685 S. MELROSE DRIVE
(Street)
VISTA CA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/22/2024 		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)
Code V Amount (A) or (D) Price
Common Stock(1) 04/20/2024 M(1) 16,883 A (2) 31,967 D
Common Stock 04/22/2024 S(3)(6) 5,909 D $4.0327(4)(6) 26,058 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit(4) (1) 04/20/2024 M 16,883 (2) (2) Common Stock 16,883 (2) 0 D
Restricted Stock Unit(5) (5) 04/18/2024 A 17,057 (5) (5) Common Stock 17,057 (5) 17,057 D
Explanation of Responses:
1. Represents the number of common stock issued upon the vesting of 16,883 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.
2. This award was granted on April 20, 2023. 16,883 RSUs vested on April 20, 2024.
3. This transaction was entered into pursuant to a Rule 10b5-1 trading plan previously adopted by Lisa Walters-Hoffert on June 13, 2023.
4. The price reported in Column 4 is a weighted average price. These shares were sold in the open market in multiple transactions, at prices ranging from $4.02 to $4.10, inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate transaction.
5. Represents a grant of RSUs on April 18, 2024, pursuant to the Issuer's 2021 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 18, 2025, which is one year from the date of grant.
6. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is made to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
Remarks:
Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated April 29, 2024). This Form 4/A is being filed to clarify that the sale reported was to satisfy tax withholding obligations in connection with the vesting and settlement of the RSUs to be funded by a "sell to cover" transaction.
/s/ Kevin Royal, Attorney-in-fact for Lisa Walters-Hoffert 04/30/2024
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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