Hershey Strategic Capital Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

Hershey Strategic Capital, LP

(Last) (First) (Middle)

6 POMPANO ROAD

(Street)

RUMSON NJ 07760

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRECISION OPTICS CORPORATION, INC. [ PEYE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,460,980	I	See Footnote(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$0.4(2)	08/03/2017		J(3)		62,500		10/02/2017	10/16/2017	Common Stock	62,500	(4)	62,500	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Hershey Strategic Capital, LP

(Last) (First) (Middle)

6 POMPANO ROAD

(Street)

RUMSON NJ 07760

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HERSHEY MANAGEMENT I, LLC.

(Last) (First) (Middle)

6 POMPANO ROAD

(Street)

RUMSON NJ 07760

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HERSHEY STRATEGIC CAPITAL GP, LLC

(Last) (First) (Middle)

6 POMPANO ROAD

(Street)

RUMSON NJ 07760

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is being filed on behalf of Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. Hershey Strategic Capital, LP owns all of the 1,460,980 shares of Common Stock and 62,500 Warrants directly. Hershey Management I, LLC is the investment advisor of Hershey Strategic Capital, LP and disclaims beneficial ownership in such shares. Hershey Strategic Capital GP, LLC is the general partner of Hershey Strategic Capital, LP and disclaims beneficial ownership in such shares except to the extent of its pecuniary interest in such shares. As the investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the 1,460,980 shares of Common Stock. Accordingly, the ownership form of the shares for Hershey Management I, LLC and Hershey Strategic Capital GP, LLC is indirect.

2. The exercise price of the warrant is subject to reduction in the event the Issuer fails to meet certain financial benchmarks during the fiscal year ended June 30, 2017.

3. The Warrants were acquired on November 22, 2016; however, pursuant to the terms of the Warrants, they are not exercisable until October 2, 2017. The Reporting Persons are filing this Form 4 at this time because the Warrants became exercisable within 60 days on August 3, 2017.

4. The Warrants were acquired as part of a Unit. Each Unit consisted on one share of Common Stock and a Warrant to acquire one-half share of Common Stock. The price of each Unit was $.60

	/s/ Adam Hershey, Authorized Signatory	08/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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