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 *

Morrison John W Jr.
2. Issuer Name and Ticker or Trading Symbol

ONE STOP SYSTEMS, INC. [ OSS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

2235 ENTERPRISE STREET #110
3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2020
(Street)

ESCONDIDO, CA 92029
(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 9/15/2020  F(1)  3123 A$2.30 63314 D  
Common Stock 9/15/2020  F(1)  3123 A$2.30 66437 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
Restricted Stock Unit  (2)9/15/2020  M     4164   (3) (3)Common Stock 4164 $0.00 0 D  
Restricted Stock Unit  (2)9/15/2020  M     4164   (4) (4)Common Stock 4164 $0.00 0 D  

Explanation of Responses:
(1) Represents a "net stock issuance" of vested and outstanding Restricted Stock Units. The reporting person received 3,123 shares of common stock on the net stock issuance of 4,164 shares of common stock. The reporting person forfeited 1,041 shares of common stock underlying the vested and outstanding Restricted Stock Units to cover tax withholdings, using the closing stock price on September 14, 2020 of $2.30.
(2) Restricted stock units convert into common stock on a one-for-one basis.
(3) On April 11, 2018, the reporting person was granted 50,000 restricted stock units, vesting as follows: prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/3, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each quarter of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/12. This Restricted Stock Unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be September 1, 2017 to coincide with Grantee's date of hire.
(4) On July 2, 2018, the reporting person was granted 50,000 restricted stock units, vesting as follows: prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/3, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each quarter of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/12. This Restricted Stock Unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be September 1, 2017 to coincide with Grantee's date of hire.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Morrison John W Jr.
2235 ENTERPRISE STREET #110
ESCONDIDO, CA 92029


Chief Financial Officer

Signatures
/s/ John W Morrison Jr.9/16/2020
**Signature of Reporting PersonDate

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