Ronald F. Dutt - Apr 1, 2025 Form 4 Insider Report for Flux Power Holdings, Inc. (FLUX)

Signature
/s/ Ronald F. Dutt
Stock symbol
FLUX
Transactions as of
Apr 1, 2025
Transactions value $
-$6,379
Form type
4
Date filed
4/2/2025, 09:39 PM
Previous filing
Apr 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLUX Common Stock Award $3.87K +1.5K +3.58% $2.58 43.4K Apr 1, 2025 Direct F1
transaction FLUX Common Stock Award $2.19K +1.5K +3.45% $1.46 44.9K Apr 1, 2025 Direct F2
transaction FLUX Common Stock Options Exercise +13.2K +29.41% 58.1K Apr 1, 2025 Direct F3
transaction FLUX Common Stock Options Exercise +4.02K +6.92% 62.2K Apr 1, 2025 Direct F4
transaction FLUX Common Stock Sale -$12.4K -7.47K -12.01% $1.67 54.7K Apr 1, 2025 Direct F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FLUX Retention Based Restricted Stock Units Options Exercise -13.2K -100% 0 Apr 1, 2025 Common Stock 13.2K Direct F3
transaction FLUX Restricted Stock Units Options Exercise -4.02K -100% 0 Apr 1, 2025 Common Stock 4.02K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ronald F. Dutt is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares purchased by the Reporting Person pursuant to the Flux Power Holdings, Inc. 2023 Employee Stock Purchase Plan (the "2023 ESPP"), for the offering period of 4/1/2024 through 9/30/2024. In accordance with the 2023 ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at $2.58, which is equal to 85% of the closing price, or $3.04, of the Issuer's Common Stock on the offering date, pursuant to the provisions of the 2023 ESPP. These shares were issued and settled on April 1, 2025.
F2 Represents shares purchased by the Reporting Person pursuant to the 2023 ESPP, for the offering period of 10/1/2024 through 3/31/2025. In accordance with the 2023 ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at $1.46, which is equal to 85% of the closing price, or $1.72, of the Issuer's Common Stock on the offering date, pursuant to the provisions of the 2023 ESPP. These shares were issued and settled on April 1, 2025.
F3 Represents a one-time grant of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Equity Incentive Plan (the "2014 Plan") on November 5, 2020, subject to the Reporting Person's continued employment with the Issuer at the time of vesting. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on October 26, 2024, 2024, and were issued and settled on April 1, 2025.
F4 Represents a grant of RSUs subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2014 Plan on October 27, 2021 (the "Original Grant"). Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. 1/3 of the Original Grant vested on October 27, 2022, a subsequent 1/3 of the Original Grant vested on October 27, 2023, and the remaining 1/3 of the Original Grant vested on October 27, 2024, and were issued and settled on April 1, 2025.
F5 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 $1.61 to $1.72, 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.
F6 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 the 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:

Effective as of March 10, 2025, the Reporting Person retired and resigned from his positions as director, Chairman of the Board, Chief Executive Officer and President of the Issuer, including all positions with the Issuer's subsidiary. As such, this Form 4 serves as the Reporting Person's voluntary "exit" filing.