Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Alonso Miguel (Last) (First) (Middle) C/O DZS INC. 5700 TENNYSON PARKWAY, 4TH FLOOR (Street) PLANO TX 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 Product Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/06/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/06/2024		M		41,667	A	(1)	87,174	D
Common Stock(2)	09/06/2024		F		13,604	D	$0.58	73,570	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	09/06/2024		A		125,000		(3)	(3)	Common Stock	125,000	(3)	125,000	D
Restricted Stock Units	(4)	09/06/2024		A		125,000		(4)	(4)	Common Stock	125,000	(4)	125,000	D
Restricted Stock Units	(1)	09/06/2024		M			41,667	(1)	(1)	Common Stock	41,667	(1)	83,333	D

Explanation of Responses:

1. This represents the first vesting on September 6, 2024, in the amount of 41,667 units for a total amount vested of 41,667 of the restricted stock units issued on September 6, 2024. The remaining vesting will occur on September 6, 2025, and 2026, 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. These restricted stock units were granted pursuant to the issuer's 2017 Incentive Award Plan and vest in three equal installments on September 6, 2024, 2025, and 2026, subject to the reporting person's continued employment with the issuer on each vesting date. Each restricted stock unit represents the right to receive one share of the issuer's common stock upon vesting.

4. These restricted stock units were granted pursuant to the issuer's 2017 Incentive Award Plan and vest in three equal installments on September 6, 2025, 2026, and 2027, subject to the reporting person's continued employment with the issuer on each 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	09/10/2024
	** 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.

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