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 * Klimoff Stan 2. Issuer Name and Ticker or Trading Symbol GRID DYNAMICS HOLDINGS, INC. [ GDYN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Strategy Officer
(Last)         (First)         (Middle)
C/O GRID DYNAMICS HOLDINGS, INC., 5000 EXECUTIVE PARKWAY, SUITE 520
3. Date of Earliest Transaction (MM/DD/YYYY)
8/4/2021
(Street)
SAN RAMON, CA 94583
(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  8/4/2021    F    2303 (1) D $20.83  197202  D   
Common Stock  8/5/2021    S(2)    4000  D $20.8767 (3) 193202  D   
Common Stock  8/5/2021    S(4)    3000  D $20.8292 (5) 89459  I  See footnote (6)

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

Explanation of Responses:
(1)  Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units.
(2)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2021 by the Reporting Person.
(3)  This transaction was executed in multiple trades at prices ranging from $20.55 to $21.20. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(4)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2021 by the O. Fox Charitable Trust for which the Reporting Person serves as trustee (the "O. Fox Trust").
(5)  This transaction was executed in multiple trades at prices ranging from $20.53 to $21.08. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(6)  The shares are held of record by the O. Fox Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Klimoff Stan
C/O GRID DYNAMICS HOLDINGS, INC.
5000 EXECUTIVE PARKWAY, SUITE 520
SAN RAMON, CA 94583


Chief Strategy Officer

Signatures
/s/ Anil Doradla, by power of attorney 8/6/2021
**Signature of Reporting Person Date
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