Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
  Berry Jonathan Andrew
2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2018
3. Issuer Name and Ticker or Trading Symbol
Flux Power Holdings, Inc. [FLUX]
(Last)
(First)
(Middle)
985 POINSETTIA AVE STE A
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

VISTA, CA 92081
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) 06/29/2028 Common Stock 455,106 $ 1.44 (1) D  
Stock Option   (2) 10/26/2027 Common Stock 225,000 $ 0.46 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berry Jonathan Andrew
985 POINSETTIA AVE STE A
VISTA, CA 92081
      COO  

Signatures

/s/ Jonathan Andrew Berry 07/09/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Pursuant to the stock option, Reporting Person has a right to purchase up to 455,106 shares of Issuer's common stock. The options vest quarterly over a two-year period following the grant and expire on June 29, 2028. The exercise price is the fair market value of Issuer's common stock, which is $1.44 per share based on the Issuer's 30-day volume-weighted average price on June 29, 2018.
(2) Pursuant to the stock option, Reporting Person has a right to purchase up to 225,000 shares of Issuer's common stock, of which 84,375 options have vested as of June 30, 2018. The options vest quarterly over a three-year period, with 25% vested on October 26, 2017. The exercise price is $0.46, which was the closing price on October 26, 2017.

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