LTRX Lantronix Inc

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 * Hakam Fathi	2. Issuer Name and Ticker or Trading Symbol LANTRONIX INC [ LTRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Vice President of Engineering
(Last)          (First)          (Middle) 7535 IRVINE CENTER DRIVE, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/1/2021
(Street) IRVINE, CA 92618 (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	3/1/2021		M(1)		6250	A	$0	51624	D
Common Stock	3/1/2021		F(2)		2568	D	$4.83	49056	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	(2)	3/1/2021		M			6250	(1)	(1)	Common Stock	6250	$0	37500	D

Explanation of Responses:
(1)	Represents Restricted Stock Units ("RSUs") granted on August 31, 2018. The restricted stock units ("RSUs") vest such that (a) 25% of the shares (25,000 shares) vested on September 1, 2019, the one-year anniversary of the grant date and (b) 1/16 of the shares (6,250 shares) vest quarterly thereafter, such that one hundred percent (100%) of the RSUs will be fully vested on the four-year anniversary of the grant date.
(2)	In accordance with the terms of the RSU Agreement, 2,568 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hakam Fathi 7535 IRVINE CENTER DRIVE, SUITE 100 IRVINE, CA 92618			Vice President of Engineering

Signatures
/s/ Jeremy Whitaker, Attorney-in-fact for Fathi Hakam		3/3/2021
**Signature of Reporting Person		Date