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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cooper Steve D
  2. Issuer Name and Ticker or Trading Symbol
ONE STOP SYSTEMS, INC. [OSS]
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)
2235 ENTERPRISE STREET #110, 
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020
(Street)

ESCONDIDO, CA 92029
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/13/2020 02/13/2020 F(1)   70,593 A $ 0.46 3,060,673 I By Trust (2)
Common Stock 02/13/2020 02/13/2020 F(3)   67,314 A $ 0.76 3,127,987 I By Trust (2)
Common Stock 02/13/2020 02/13/2020 F(4)   33,690 A $ 0.76 3,161,677 I By Trust (2)
Common Stock 02/13/2020 02/13/2020 F(5)   26,648 A $ 1.08 3,188,325 I By Trust (2)
Common Stock 02/13/2020 02/13/2020 F(6)   5,424 A $ 1.95 3,193,749 I By Trust (2)
Common Stock 02/13/2020   F(7)   1,810 A $ 2.73 3,195,559 I By Trust (2)
Common Stock 02/13/2020   F(8)   3,246 A $ 2.73 3,198,805 I By Trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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
Employee Stock Option (right to buy) $ 0.46 02/13/2020 02/13/2020 M     180,000   (9) 07/15/2024 Common Stock 180,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 0.76 02/13/2020 02/13/2020 M     200,000   (9) 12/06/2021 Common Stock 200,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 0.76 02/13/2020 02/13/2020 M     100,000   (9) 01/17/2022 Common Stock 100,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.08 02/13/2020 02/13/2020 M     90,000   (9) 04/01/2026 Common Stock 90,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.95 02/13/2020 02/13/2020 M     41,250   (10) 04/17/2027 Common Stock 41,250 $ 0 0 D  
Restricted Stock Unit (11) 02/13/2020   M     2,500   (12)   (12) Common Stock 2,500 $ 0 0 D  
Restricted Stock Unit (11) 02/13/2020   M     2,500   (13)   (13) Common Stock 2,500 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cooper Steve D
2235 ENTERPRISE STREET #110
ESCONDIDO, CA 92029
  X   X    
Cooper Revocable Trust dated April 25, 2001
2235 ENTERPRISE STREET
SUITE 110
ESCONDIDO, CA 92029
    X    

Signatures

 /s/Steve Cooper   02/18/2020
**Signature of Reporting Person Date

 /s/Steve Cooper, Trustee   02/18/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a "net exercise" of outstanding stock options. The reporting person received 70,593 shares of common stock on net exercise of option to purchase 180,000 shares of common stock. The reporting person forfeited 109,407 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(2) These shares are owned directly by the Cooper Revocable Trust dated April 25, 2001, a ten percent owner of the issuer, and indirectly by Steve Cooper as trustee of the trust. Steve Cooper is a director of the issuer.
(3) Represents a "net exercise" of outstanding stock options. The reporting person received 67,314 shares of common stock on net exercise of option to purchase 200,000 shares of common stock. The reporting person forfeited 132,686 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(4) Represents a "net exercise" of outstanding stock options. The reporting person received 33,690 shares of common stock on net exercise of option to purchase 100,000 shares of common stock. The reporting person forfeited 66,310 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(5) Represents a "net exercise" of outstanding stock options. The reporting person received 26,648 shares of common stock on net exercise of option to purchase 90,000 shares of common stock. The reporting person forfeited 63,352 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(6) Represents a "net exercise" of outstanding stock options. The reporting person received 5,424 shares of common stock on net exercise of option to purchase 41,250 shares of common stock. The reporting person forfeited 35,826 shares of common stock underlying the option in payment of the exercise price and to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(7) Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 1,810 shares of common stock on the net stock issuance of 2,500 shares of common stock. The reporting person forfeited 690 shares of common stock underlying the vested and outstanding restricted Stock Units to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(8) Represents a "net stock issuance" of vested and outstanding restricted stock units. The reporting person received 3,246 shares of common stock on the net stock issuance of 5,000 shares of common stock. The reporting person forfeited 1,754 shares of common stock underlying the vested and outstanding Restricted stock units to cover tax withholdings, using the closing stock price on February 13, 2020 of $2.73.
(9) The option is fully vested.
(10) The option is exercisable as it vests. 1/3 of the shares subject to the option will vest on April 18, 2018, and 1/12th of the total number of shares subject to the option vest quarterly thereafter, subject to the reporting person's continued service to the issuer through each such vesting date. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 3,750 shares of common stock underlying this option to purchase common stock failed to vest and were cancelled.
(11) Restricted stock units convert into common stock on a one-for-one basis.
(12) On April 11, 2018, the reporting person was granted 30,000 restricted stock units. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/12, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each quarter of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/12. This Restricted stock unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be one quarter following the Date of Restricted stock unit Grant. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 12,500 shares of common stock underlying this restricted stock unit failed to vest and were cancelled.
(13) On February 13, 2019, the reporting person was granted 30,000 restricted stock units. Prior to the Initial Vesting Date, the Vested Ratio shall be zero. On the Initial Vesting Date, the Vested Ratio shall be 1/6, provided the Grantee's service has not been terminated prior to the Initial Vesting Date. For each six month period of Grantee service from the Initial Vesting Date until the Vested Ratio equals 1/1, the Vested Ratio shall be increased by 1/6. This Restricted stock unit will be fully vested after three (3) years of service. The Initial Vesting Date shall be six months following the Date of Restricted stock unit Grant. On February 15, 2020, the reporting person's service as an employee to the Company ceased and, as such, 20,000 shares of common stock underlying this restricted stock unit failed to vest and were cancelled.

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