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. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Keller Rodney C. Jr.
   2. Issuer Name and Ticker or Trading Symbol
AYRO, Inc. [AYRO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
900 E. OLD SETTLERS BOULEVARD, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
05/28/2020
(Street)

ROUND ROCK, TX 78664		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 (Right to Buy) $ 2.45 05/28/2020   A   272,680 (1)     (2) 11/13/2027 Common Stock 272,680 (3) (1) 272,680 D  
Stock Option (Right to Buy) $ 2.45 05/28/2020   A   20,450 (4)     (5) 11/13/2027 Common Stock 20,450 (3) (4) 20,450 D  
Stock Option (Right to Buy) $ 2.45 05/28/2020   A   10,906 (6)     (5) 12/01/2027 Common Stock 10,906 (3) (6) 10,906 D  
Stock Option (Right to Buy) $ 2.45 05/28/2020   A   20,450 (4)     (5) 11/13/2028 Common Stock 20,450 (3) (4) 20,450 D  
Stock Option (Right to Buy) $ 3.5 05/28/2020   A   95,438 (7)     (8) 03/31/2029 Common Stock 95,438 (3) (7) 95,438 D  
Stock Option (Right to Buy) $ 4.05 05/28/2020   A   20,450 (9)     (10) 10/14/2029 Common Stock 20,450 (3) (9) 20,450 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Keller Rodney C. Jr.
900 E. OLD SETTLERS BOULEVARD, SUITE 100
ROUND ROCK, TX 78664		   X     Chief Executive Officer  

Signatures

 /s/ Rodney C. Keller, Jr.   06/01/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On May 28, 2020, the reporting person received these options to acquire shares of the Issuer's Common Stock upon the conversion pursuant to its terms of a stock option to acquire 1,000,000 shares of common stock of a private company formerly known as "ARYO, Inc." (the "Former Entity") at an exercise price of $0.67 per share in connection with the merger of the Former Entity with and into a wholly owned subsidiary of the Issuer (the "Merger").
(2) Reflects an option grant that was made to the reporting person on 11/13/2017. The shares underlying this stock option vest according to the following schedule: one-sixth of the shares underlying the stock option will vest and become exercisable in six equal semi-annual installments on each six-month anniversary of the date of grant.
(3) On May 28, 2020, the Issuer effected a 1-for-10 reverse stock split of its common stock (the "Reverse Stock Split") in connection with the Merger and immediately thereafter effected a 1-for-1 stock dividend (the "Stock Dividend"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split and Stock Dividend on a post-split and post-stock dividend basis.
(4) Received in connection with the Merger upon the conversion pursuant to its terms of a stock option to acquire 75,000 shares of common stock of the Former Entity at an exercise price of $0.67 per share.
(5) These options are fully vested and exercisable.
(6) Received in connection with the Merger upon the conversion pursuant to its terms of a stock option to acquire 40,000 shares of common stock of the Former Entity at an exercise price of $0.67 per share.
(7) Received in connection with the Merger upon the conversion pursuant to its terms of a stock option to acquire 350,000 shares of common stock of the Former Entity at an exercise price of $0.95 per share.
(8) Reflects an option grant that was made to the reporting person on 03/31/2019. The shares underlying this stock option vest according to the following schedule: one-sixth of the shares underlying the stock option will vest and become exercisable in six equal semi-annual installments on each six-month anniversary of the date of grant.
(9) Received in connection with the Merger upon the conversion pursuant to its terms of a stock option to acquire 75,000 shares of common stock of the Former Entity at an exercise price of $1.10 per share.
(10) Reflects an option grant that was made to the reporting person on 10/14/2019. The shares underlying this stock option vest according to the following schedule: one-fourth of the shares underlying the stock option will vest and become exercisable in four equal quarterly installments on each three-month anniversary of 11/13/2019.

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