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)
09/29/2020
(Street)

ROUND ROCK, TX 78664		 4. If Amendment, Date Original Filed(Month/Day/Year)
09/29/2020		 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
Common Stock 09/29/2020   A   651,250 (1) A $ 0 651,250 D  

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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) $ 3.17 09/29/2020   A   459,468     (2) 09/29/2030 Common Stock 459,468 $ 0 459,468 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.   12/15/2020
**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) The reporting person's original Form 4 indicated that these shares shall vest in one-third installments, subject to satisfaction of certain performance milestones and assumptions, as described in the reporting person's amended and restated employment agreement, as amended on September 29, 2020, and the restricted stock award agreement for the grant. On December 11, 2020, the issuer and the reporting person mutually agreed to amend the vesting terms of these shares as follows: one-third of the shares will vest on May 28, 2021 and an additional one-third of the shares will vest on December 4, 2021 and December 4, 2022, respectively, provided that the reporting person has remained employed by or is providing services to the issuer through the applicable vesting date.
(2) The reporting person's original Form 4 indicated that the shares underlying this stock option vest accordingly: one-third of the optioned shares shall vest on the first anniversary of the grant date (the "Initial Vesting Date"), and the remaining optioned shares shall vest in 24 substantially equal monthly installments on each of the next 24 monthly anniversaries of the Initial Vesting Date. On 12/11/2020, the issuer and the reporting person mutually agreed to amend the vesting terms of the shares underlying this stock option as follows: one-third of the optioned shares shall be fully vested, retroactively effective as of 12/4/2020, and an additional one-third of the optioned shares will vest on 12/4/2021 and 12/4/2022, respectively, provided that the reporting person has remained employed by or is providing services to the issuer through the applicable vesting date.

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