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 *

HALE MARTIN M JR
2. Issuer Name and Ticker or Trading Symbol

LANTRONIX INC [ LTRX ]
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 HALE CAPITAL PARTNERS, LP, 17 STATE STREET, SUITE 3230
3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2019
(Street)

NEW YORK, NY 10004
(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   5/13/2019     M (1)    5000   A $0   1946748   (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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (3) 5/13/2019     M         5000      (4)   (4) Common Stock   5000   $0   5000   D   (5)  

Explanation of Responses:
(1)  Represent shares of common stock issued upon the vesting of restricted stock units ("RSUs") granted on November 13, 2018 (the "Grant Date").
(2)  Includes 1,941,748 shares of common stock of Lantronix Inc. (the "Issuer") held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"). Martin Hale, Jr. is the Chief Executive Officer of HCP. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of Hale Fund Management, LLC, a Delaware limited liability company ("HFM"). HFM is the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP. Each of Martin Hale, Jr., HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest.
(3)  RSUs convert into common stock on a one-for-one basis.
(4)  The restricted stock units ("RSUs") vest at the rate of one half (1/2) of the shares vesting six (6) months following the Grant Date and one half (1/2) of the shares vesting on the first anniversary of the Grant Date, such that the RSUs will be fully (100%) vested after one (1) year.
(5)  Martin Hale, Jr. holds the RSUs listed in this Form 4 (and any shares of Common Stock issuable upon vesting thereof) for the benefit of Hale Capital Partners, LP.

Remarks:
Martin Hale, Jr. serves on the Board of Directors of the Issuer as a representative of HCP. Accordingly, HCP, HFP, HFM and HCM may be deemed directors by deputization by virtue of the fact that Mr. Hale currently serves on the Board of Directors of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALE MARTIN M JR
C/O HALE CAPITAL PARTNERS, LP
17 STATE STREET, SUITE 3230
NEW YORK, NY 10004
X



Signatures
/s/ Martin M. Hale, Jr. 5/14/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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