TSS Inc.

09/03/2024 | Press release | Distributed by Public on 09/03/2024 19:27

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Woodward Peter H
2. Issuer Name and Ticker or Trading Symbol
TSS, Inc. [TSSI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TSS, INC. , 110 E. OLD SETTLERS ROAD
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
ROUND ROCK TX 78664
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Woodward Peter H
C/O TSS, INC.
110 E. OLD SETTLERS ROAD
ROUND ROCK, TX78664 		X X

Signatures

/s/ Christopher R. Johnson, Attorney-in-Fact 2024-09-03
**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) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.00 to $5.20, inclusive. The reporting person undertakes to provide to TSS, Inc., any security holder of TSS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) and (3) of this Form 4.
(2) The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.4355 to $5.11, inclusive.
(4) Represents a distribution of 15,574 shares from MCM Azul II, LLC (formerly known as SOAM Azul II, LLC) ("Azul") of which the reportion person is a member. In prior reports, the reporting person reported beneficial ownership of 475,000 shares held by Azul. Effective August 16, 2024, the reporting person is no longer the Investment Manager of Azul.
(5) Represents the receipt of 25,000 shares from Azul as a performance fee. In prior reports, the reporting person reported beneficial ownership of 475,000 shares held by Azul. Effective August 16, 2024, the reporting person is no longer the Investment Manager of Azul.
(6) The shares are owned by MHW Capital Management, LLC. The reporting person is the principal of MHW Capital Management, LLC.
(7) The shares are owned by MHW SPV II, LLC. The reporting person is the Manager of MHW SPV II, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
(8) The shares are owned by unaffiliated third persons, and the reporting person has a right to a performance-related fee upon the disposition of such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.