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 *

Travers Paul J
2. Issuer Name and Ticker or Trading Symbol

Vuzix Corp [ VUZI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

25 HENDRIX ROAD, SUITE A
3. Date of Earliest Transaction (MM/DD/YYYY)

5/4/2020
(Street)

WEST HENRIETTA, NY 14586
(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 5/4/2020  J(1)  163399 A$0 (1)2795363 D (2) 

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

Explanation of Responses:
(1) Represents a grant of restricted stock made in conjunction with a 50% reduction in cash monthly pay from May 1 to December 31, 2020. The shares will vest on January 15, 2021, and will be restricted from sale or transfer until July 15, 2021.The shares will vest on January 15, 2021, and will be restricted from sale or transfer until July 15, 2021.
(2) 1,925,363 shares are held directly by Mr. Travers and 870,000 shares are held by grantor retained annuity trusts as follows: 609,000 shares by Serge Turcotte as trustee of the Paul Travers Annuity Trust I dated May 14, 2015, 182,700 shares by Serge Turcotte as trustee of the Paul Travers Annuity Trust II dated May 14, 2015, and 78,300 shares by Serge Turcotte as trustee of the Paul Travers Annuity Trust III dated May 14, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Travers Paul J
25 HENDRIX ROAD, SUITE A
WEST HENRIETTA, NY 14586
X
President and CEO

Signatures
/s/ Paul Travers5/6/2020
**Signature of Reporting PersonDate

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