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 *

Johnson Michael
2. Issuer Name and Ticker or Trading Symbol

Flux Power Holdings, Inc. [ FLUX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O FLUX POWER HOLDINGS, INC., 2685 S. MELROSE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/26/2020
(Street)

VISTA,, CA 92081
(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

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
Convertible Note (1) (1)6/26/2020  S     $1350000   (1)6/30/2020 Common Stock  (1) (1)$4916503 I See footnote (3)
Convertible Note (2) (2)6/26/2020  S     $500000   (2)9/30/2020 Common Stock  (2) (2)$900000 I See footnote (3)

Explanation of Responses:
(1) Pursuant to the Secured Promissory Note ("LOC Note"), dated 3/28/19, as amended on 10/10/19 and 12/31/19 held by Esenjay Investments, LLC ("Esenjay") for a $12 million line of credit to Flux Power, Inc. ("FPI"), the wholly-owned subsidiary of the Issuer, Esenjay made additional advances under the LOC Note as follows since 12/31/19 (as of 12/31/19, Esenjay advanced $5,666,503 under the LOC Note): $300,000 - 1/17/20, $100,000 - 1/29/20, $200,000 - 2/28/20, and $200,000 - 4/24/20. On 1/21/20, FPI repaid $200,000 under the LOC Note. The LOC Note grants Esenjay the right to convert the Note at any time on or after the Issuer's next the next qualified financing (with gross proceeds of at least $1 million) at a conversion price equal to the price per share paid by other investors in such financing. The LOC Note was not convertible and the conversion price was not fixed at 6/26/20.
(2) Pursuant to the Amended and Restated Convertible Promissory Note issued by the Issuer to Esenjay dated 3/9/20, as amended on 6/2/20, with an outstanding principal amount of $1.4 million ("Promissory Note"), the outstanding obligations of the Issuer under the Promissory Note are convertible into shares of common stock of the Registrant at any time upon consummation of an offering of equity securities for up to $1 million before the Promissory Note's maturity date. The maturity date of the Promissory Note is September 30, 2020 unless extended or due earlier as a result of an occurrence of an event of default under the Note. The Promissory Note was not convertible and the conversion price was not fixed at 6/26/20.
(3) The securities are held by Esenjay. Mr. Johnson is the sole director and beneficial owner of Esenjay.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Johnson Michael
C/O FLUX POWER HOLDINGS, INC.
2685 S. MELROSE DRIVE
VISTA,, CA 92081
XX


Signatures
/s/ Michael Johnson6/30/2020
**Signature of Reporting PersonDate

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