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^*

Keller Rodney C. Jr.

(Last)

(First)

(Middle)

900 E. OLD SETTLERS BOULEVARD,

SUITE 100

(Street)

ROUND ROCK

78664

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AYRO, Inc. [ AYRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2021

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

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	06/23/2021		M		70,000⁽⁴⁾	A	$2.45⁽⁴⁾	504,167	D
Common Stock	06/23/2021		S		70,000⁽¹⁾	D	$5⁽²⁾	434,167	D
Common Stock	06/24/2021		M		14,070⁽⁵⁾	A	$2.45⁽⁵⁾	448,237	D
Common Stock	06/24/2021		S		14,070⁽¹⁾	D	$5.021⁽³⁾	434,167	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)
Employee Stock Options (right to buy)	$2.45	06/23/2021		M			70,000	⁽⁶⁾	11/13/2027	Common Stock	70,000	$0	52,611	D
Employee Stock Options (right to buy)	$2.45	06/24/2021		M			14,070	⁽⁶⁾	11/13/2027	Common Stock	14,070	$0	38,541	D

Explanation of Responses:

1. Represents a broker-assisted sale of shares pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2021.

2. These shares were purchased in multiple transactions at a price of $5.00.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.00 to $5.06, inclusive. The reporting person undertakes to provide to AYRO, Inc., any security holder of AYRO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. Represents an exercise of an option to purchase 70,000 shares. The price reported in Column 4 is the exercise price of the underlying options assigned upon grant.

5. Represents an exercise of an option to purchase 14,070 shares. The price reported in Column 4 is the exercise price of the underlying options assigned upon grant.

6. These options are fully vested and exercisable.

	/s/ Rodney C. Keller, Jr	06/25/2021
	** 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: Keller Rodney C. Jr. exercised 84,070 units of Common Stock at a strike of $2.45 and sold $420,645 worth of Common Stock (84,070 units at $5.00)