Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * FITZGERALD ROBERT E	2. Issuer Name and Ticker or Trading Symbol TSR INC [ TSRI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 101 SE 25TH AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/28/2021
(Street) MINERAL WELLS, TX 76067 (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
Common Stock, $0.01 par value	1/28/2021		A		20000 (1)	A	$0.00	20000	D
Common Stock, $0.01 par value	1/28/2021		A		10000 (2)	A	$0.00	30000	D
Common Stock, $0.01 par value								139200	I	By QAR Industries, Inc. (3)

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 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

Explanation of Responses:
(1)	Represents restricted stock award granted under the TSR, Inc. 2020 Equity Incentive Plan. The shares of restricted stock will remain subject to forfeiture during three years, during such time the forfeiture restrictions will lapse with respect to 10,000 shares, 5,000 shares and 5,000 shares respectively on each anniversary date of the grant date. The lapse of the forfeiture restrictions is conditioned on the reporting person continuing to provide services to TSR, Inc. (the "Company") through each vesting date.
(2)	Represents restricted stock award granted under the TSR, Inc. 2020 Equity Incentive Plan. The shares of restricted stock will remain subject to forfeiture over three years until the Company's common stock have traded at certain pre-determined price thresholds for a 30-trading-day period. Once a price threshold was achieved by certain target dates, the forfeiture restrictions for the portion of the award related to that threshold will lapse, provided that the reporting person continues to provide services to the Company at the time of vesting.
(3)	Shares held by QAR Industries, Inc. of which the reporting person is President, Managing Member and majority shareholder.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FITZGERALD ROBERT E 101 SE 25TH AVENUE MINERAL WELLS, TX 76067	X

Signatures
/s/ Robert E. Fitzgerald		2/1/2021
**Signature of Reporting Person		Date