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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Kawecki Misty Dawn

(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022
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
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
Stock Optons $ 18.88 06/30/2022   D     100,000   (1) 08/02/2031 Common Stock 100,000 (2) 0 D  
Restricted Stock Units (3) 06/30/2022   A   50,000     (3)   (3) Common Stock 50,000 (2) 50,000 D  
Restricted Stock Units (4) 07/01/2022   A   50,094     (4)   (4) Common Stock 50,094 (4) 50,094 D  
Explanation of Responses:
1. These options were granted pursuant to the Issuer's 2017 Incentive Award Plan and will vest over a three year vesting schedule as follows: 33% of the options will vest on August 2, 2022, and the remainder will vest in 24 equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer on each vesting date.
2. 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.
3. 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.
4. These restricted stock units were granted pursuant to the issuer's 2017 Incentive Award Plan and will vest in three equal installments on July 1, 2023, 2024, and 2025, 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.
/s/Laura Larsen-Misunas as Power of Attorney 07/05/2022
** 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).
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