Justin K. Ferguson - 30 Jun 2022 Form 4 Insider Report for DZS INC. (DZSIQ)

Role: Chief Legal Officer
Signature: /s/Laura Larsen-Misunas as Power of Attorney
Issuer symbol: DZSIQ
Transactions as of: 30 Jun 2022
Net transactions value: -$12,920
Form type: 4
Filing time: 05 Jul 2022, 17:18:50 UTC
Previous filing: 14 Jun 2022
Next filing: 04 Oct 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DZSI	Common Stock	Options Exercise	$0	+2,500	+15%	$0.000000	19,434	01 Jul 2022	Direct	F1
transaction	DZSI	Common Stock	Tax liability	$12,920	-809	-4.2%	$15.97	18,625	01 Jul 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DZSI	Stock Options	Disposed to Issuer		-10,000	-100%		0	30 Jun 2022	Common Stock	10,000	$20.90	Direct	F3, F4
transaction	DZSI	Restricted Stock Units	Award		+5,000			5,000	01 Jul 2022	Common Stock	5,000		Direct	F1, F4, F5
transaction	DZSI	Restricted Stock Units	Award		+50,094			50,094	01 Jul 2022	Common Stock	50,094		Direct	F6
transaction	DZSI	Restricted Stock Units	Options Exercise		-2,500	-25%		7,500	01 Jul 2022	Common Stock	2,500		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This is the first vesting of the restricted stock units issued on July 1, 2021. Three remaining equal vesting will occur on July 1, 2023, 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 on share of the issuer's common stock upon vesting.
F2	Shares withheld by DZS to satisfy tax withholding requirements on vesting of restricted stock units.
F3	The options were granted pursuant to the Issuer's 2017 Incentive Award Plan and vest over a four year vesting schedule as follows: 25% of the options will vest on July 1, 2022 and the remainder will vest in 36 equal monthly installments thereafter subject to the Reporting Person's continued employment with the Issuer on each vesting date.
F4	On June 30, 2022, The Issuer and the Reporting Person agreed to exchange certain unvested stock options of the Issuer for restricted stock units of the Issuer, at the ratio of one restricted stock unit for two stock options.
F5	These restricted stock units were granted pursuant to the issuer's 2017 Incentive Award Plan and will vest in two equal installments on June 30, 2023 and 2024, 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.
F6	Represents restricted stock units issued to the reporting person that will vest in three equal installments on July 1, 2023, 2024, 2025, subject to the reporting person's continued service to the issuer on each such vesting date. Each restricted stock unit represents the right to receive one share of the company's common stock upon vesting.