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 *

ISAAC WILLIAM M
2. Issuer Name and Ticker or Trading Symbol

GEE Group Inc. [ JOB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O 7751 BELFORT PARKWAY, SUITE 150
3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2020
(Street)

JACKSONVILLE, FL 32256
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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
Common Stock, no par value 6/30/2020  A  163987 (1)A$1.00 243987 (2)D  

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
8% Convertible Subordinated Note $1.00 6/30/2020  M     150000  5/15/2019 10/3/2021 Common Stock 150000 $1.00 0 D  
Series C Preferred Stock $1.00 6/30/2020  M     13987  5/17/2019  (3)Common Stock 13987 $1.00 0 D  

Explanation of Responses:
(1) Includes (i) 150,000 shares of common stock issued pursuant to conversion of 8% Convertible Subordinated Note into shares of Series C Cumulative Convertible Preferred Stock and which were simultaneously converted into shares of common stock at $1.00 per share, and (ii) 13,987 shares of Series C Preferred Stock converted into shares of common stock at $1.00 per share. The 13,987 shares of Series C Preferred Stock converted includes 3,215 shares of common stock issued as accrued and unpaid interest at $1.00 per shares.
(2) Includes 50,000 shares of restricted common stock which were granted as compensation for services performed as a director of the Company and will cliff vest at the end of a three-year period on August 21, 2022.
(3) No expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ISAAC WILLIAM M
C/O 7751 BELFORT PARKWAY
SUITE 150
JACKSONVILLE, FL 32256
X



Signatures
/s/ William M. Isaac7/13/2020
**Signature of Reporting PersonDate

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