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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sharma Sumit

(Last)

(First)

(Middle)

18390 NE 68TH STREET

(Street)

REDMOND

98052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROVISION, INC. [ MVIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2024

4. If Amendment, Date of 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

**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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/08/2024		A		300,000	A	$0.00	1,023,984⁽³⁾	D
Common Stock⁽²⁾	04/10/2024		F		125,563	D	$1.6377	898,421	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. 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to employment agreement dated April 8, 2021, 300,000 shares were issued upon the automatic grant of fully vested RSUs in accordance with the terms of the agreement with no discretion exercised by the Reporting Person. As disclosed in the Form 8-K filed on April 8, 2024, the term of the employment agreement was extended until the new employment agreement currently being negotiated is executed by the parties.

2. Represents a nondiscretionary sell-to-cover transaction completed by the Issuer in accordance with the terms of the award agreement and the Reporting Person's previously entered into irrevocable tax withholding election.

3. Due to an administrative error, Column 5 of the Reporting Person's Form 4 ownership reports filed on March 15, 2023, April 11, 2023 and November 14, 2023, each incorrectly stated the Reporting Person's resulting beneficial ownership. The reported beneficial ownership amounts did not reflect the Reporting Person's transfer, made prior to the filing of the March 15, 2023 Form 4, of 352,362 shares pursuant to a domestic relations order. As previously disclosed in the Issuer's Proxy Statement filed April 5, 2023, the Reporting Person no longer reports as beneficially owned any securities owned by his former spouse. Pursuant to the same order, the Reporting Person also transferred stock options for a total of 187,500 shares. As corrected, Column 5, of the Form 4s filed on March 15, 2023, April 11, 2023 and November 14, 2023 should have reported 489,342 shares, 789,342 shares and 713,831 shares (in the two rows of Table I), and 723,984 shares, respectively.

	/s/ Elizabeth Mandle, attorney-in-fact for Sumit Sharma	04/10/2024
	** Signature of Reporting Person	Date

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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