SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ferguson Justin K.

(Last)

(First)

(Middle)

C/O DZS INC.

5700 TENNYSON PKWY, 4TH FLOOR

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DZS INC. [ DZSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2023		M		2,500	A	⁽¹⁾	35,923	D
Common Stock⁽²⁾	07/01/2023		F		1,014	D	$3.97	34,909	D
Common Stock	07/01/2023		M		16,698	A	⁽³⁾	51,607	D
Common Stock⁽²⁾	07/01/2023		F		7,272	D	$3.97	44,335	D
Common Stock	07/01/2023		M		2,500	A	⁽⁴⁾	46,835	D
Common Stock⁽²⁾	07/01/2023		F		934	D	$3.97	45,901	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/01/2023		M			2,500	⁽¹⁾	⁽¹⁾	Common Stock	2,500	⁽¹⁾	5,000	D
Restricted Stock Units	⁽³⁾	07/01/2023		M			16,698	⁽³⁾	⁽³⁾	Common Stock	16,698	⁽³⁾	33,396	D
Restricted Stock Units	⁽⁴⁾	07/01/2023		M			2,500	⁽⁴⁾	⁽⁴⁾	Common Stock	2,500	⁽⁴⁾	2,500	D

Explanation of Responses:

1. This represents the second vesting on July 1, 2023 in the amount of 2,500 units for a total amount vested of 5,000 of the restricted stock units issued on July 1, 2021. The remaining vesting will occur on July 1, 2024 and 2025, subject to the reporting person's continued employment with the issuer on each such vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

2. Shares withheld by DZS to satisfy tax withholding requirements on vesting of restricted stock units.

3. This represents the first vesting on July 1, 2023 in the amount of 16,698 units for a total amount vested of 16,698 of the restricted stock units issued on July 1, 2022. The remaining vesting will occur on July 1, 2024 and 2025, subject to the reporting person's continued employment with the issuer on each such vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

4. This represents the first vesting on July 1, 2023 in the amount of 2,500 units for a total amount vested of 2,500 of the restricted stock units issued on July 1, 2022. The remaining vesting will occur on July 1, 2024 subject to the reporting person's continued employment with the issuer on such vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

Remarks:

	/s/Laura Larsen-Misunas as Power of Attorney	07/05/2023
	** 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 Number.

SEC Form 4 filed by Ferguson Justin K.