One Stop Systems Inc.

09/02/2025 | Press release | Distributed by Public on 09/02/2025 17:49

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 *
KNOWLES MICHAEL
2. Issuer Name and Ticker or Trading Symbol
ONE STOP SYSTEMS, INC. [OSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2235 ENTERPRISE STREET, SUITE 110
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2025
(Street)
ESCONDIDO, CA 92029
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 02/07/2025 A 131,448(1) A $4.06 608,453(2) D
Common Stock 02/20/2025 F 16,800(3) D $3.76 591,653(4) D
Common Stock 05/21/2025 A 21,000(5) A $ 0 612,653(6) D
Common Stock 06/05/2025 F 19,075(7) D $3.06 593,578(8) D
Common Stock 08/20/2025 F 8,359(9) D $5.26 585,219(10) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KNOWLES MICHAEL
2235 ENTERPRISE STREET, SUITE 110
ESCONDIDO, CA 92029
X Chief Executive Officer

Signatures

/s/ Michael Knowles 08/22/2025
**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 131,448 restricted stock units granted to the Reporting Person under the Company's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's ongoing service of the executive management team.
(2) Includes 512,898 unvested restriced stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
(3) The Reporting Person forfeited 16,800 shares of common stock upon conversion of an aggregate 43,816 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on June 6, 2023.
(4) Includes 469,082 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
(5) Represents 21,000 restricted stock units granted to the Reporting Person under the Company's 2017 Equity Incentive Plan (the "Plan") in connection with the Reporting Person's ongoing service of the executive management team.
(6) Includes 490,082 unvested restriced stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
(7) The Reporting Person forfeited 19,075 shares of common stock upon conversion of an aggregate 50,000 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on June 6, 2023.
(8) Includes 440,082 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
(9) The Reporting Person forfeited 8,359 shares of common stock upon conversion of an aggregate 21,909 vested and outstanding restricted stock units into shares of common stock to cover tax withholdings, using the market price of the issuer's common stock at the time of forfeiture. These restricted stock units were part of the grant reported in Table I of the Form 4 filed by the Reporting Person with the Securities and Exchange Commission on June 6, 2023.
(10) Includes 418,173 unvested restricted stock units held by the Reporting Person, all of which remain subject to certain vesting conditions.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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