Sec Form 3 Filing - Jackson Steve @ Flux Power Holdings, Inc. - 2012-06-14

FORM 3 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 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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1. Name and Address of Reporting Person Jackson Steve 2. Issuer Name and Ticker or Trading Symbol Flux Power Holdings, Inc. [ FLUX] 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 (Last) (First) (Middle) C/O FLUX POWER HOLDINGS, INC., 2240 AUTO PARK WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2012 (Street) ESCONDIDO, CA92029 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option $ 0.34 ( 1 )( 2 ) 01/25/2022 Common Stock 886,411 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Ow ner Officer Other Jackson Steve C/O FLUX POWER HOLDINGS, INC. 2240 AUTO PARK WAY ESCONDIDO, CA92029 Chief Financial Officer Signatures /s/ Steve Jackson 06/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the reverse acquisition of Flux Power , Inc., a California corporation ("Flux Power") by Flux Power Holdings, Inc. (the "Issuer"), pursuant to the Securities Exchange Agreement dated May 18, 2012 by and among the Issuer, Flux Power and all the shareholders of Flux Power ("Flux Shareholders"), on June 14, 2012, the Issuer issued new shares of common stock to the Flux Shareholders, and assumed the Flux Power 2010 Option Plan (the "Plan") and all of the outstanding options, based on an exchange ratio of 2.9547039 ("Share Exchange Ratio"). The Reporting Person was originally granted options by Flux Power to purchase shares of common stock (the "Options") under the Flux Power 2010 Option Plan ("Plan"). In connection with the reverse acquisition, the Issuer assumed the Plan and the Options based on the Exchange Ratio. As a result, the Reporting Person holds options to purchase the number of shares of common stock of the Issuer at the exercise price disclosed in th ( 2 )The options were originally granted on January 24, 2012 and are subject to the following vesting schedule: 25% shares vest after 12 months, and remaining shares vest monthly over 36 months.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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