SEC 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
|Estimated average burden|
|hours per response:
||Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person*
|C/O KOSS CORPORATION|
|4129 N. PORT WASHINGTON AVE.|
2. Issuer Name and Ticker or Trading Symbol
[ KOSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||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.
||2. Transaction Date
||2A. Deemed Execution Date, if any
||3. Transaction Code (Instr.
||4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
||6. Ownership Form: Direct (D) or Indirect (I) (Instr.
||7. Nature of Indirect Beneficial Ownership (Instr.
||(A) or (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.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
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.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s/ David D. Smith, as attorney-in-fact
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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.|
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and appoints
David D. Smith of Koss Corporation (the "Company") and Jonathan Miner and
Coleman Wombwell of K&L Gates LLP, each signing individually, the
undersigned's true and lawful attorneys-in-fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform
Application for Access Codes to File on EDGAR, including amendments thereto,
and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation thereunder;
(2) Prepare, execute in the undersigned's name and on the undersigned's behalf,
submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint
filing agreements in connection therewith) in accordance with Section 16(a)
of the Exchange Act and the rules thereunder in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a registered
class of securities of the Company;
(3) Do and perform any and all acts for and on behalf of the undersigned that
necessary or desirable to prepare and execute any such Form 3, 4 or
5 (including amendments thereto and joint filing agreements in connection
therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and
(4) Take any other action of any type whatsoever in connection with the
that, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required of the undersigned, it being understood that
the documents executed by the attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as the attorney-in-fact may approve in the
The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the
foregoing attorney-in-fact, and their substitutes, in serving in such capacity
at the request of the undersigned, are not assuming (nor is the Company
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and effect until
the earliest to occur of (a) the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in-fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or K&L Gates LLP, as
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: July 22, 2020
By: /s/ William J. Sweasy
Name: William J. Sweasy