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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Scheiwe Charles
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
__X__ Officer (give title below)    _____ Other (specify below)
CFO & Secretary
(Last)          (First)          (Middle)

C/O FLUX POWER HOLDINGS, INC., 2685 S. MELROSE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/5/2020
(Street)

VISTA,, CA 92081
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

11/9/2020 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Retention Based Restricted Stock Units $0 11/5/2020  A   7030     (1) (1)Common Stock 7030 $0 7030 D  

Explanation of Responses:
(1) Represents a one-time grant of RSU pursuant to the Issuer's Plan on the Grant Date. Each RSU represents the right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs are scheduled to cliff vest at the end of four years, as long as the reporting person remains employed with the Issuer at the time of vesting.

Remarks:
This Form 4/A is being filed to correct the vesting schedule from "three years" to "four years."

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Scheiwe Charles
C/O FLUX POWER HOLDINGS, INC.
2685 S. MELROSE DRIVE
VISTA,, CA 92081


CFO & Secretary

Signatures
/s/ Charles Scheiwe7/16/2021
**Signature of Reporting PersonDate

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