AO Partners I Form 4 PRO DEX / Nicholas John Swenson ownership change

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^*

Swenson Nicholas John

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD

SUITE 560

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRO DEX INC [ PDEX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2015

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								1,037,984	I	By AO Partners, LP
Common Stock	09/11/2015		L(1)		200	A	$2.29	21,351	D
Common Stock	09/11/2015		L(1)		400	A	$2.26	21,751	D
Common Stock	09/11/2015		L(1)		200	A	$2.27	21,951	D
Common Stock	09/11/2015		L(1)		100	A	$2.28	22,051	D
Common Stock	09/11/2015		L(1)		3,000	A	$2.3	25,051	D
Common Stock	09/14/2015		P(1)		7,300	A	$2.3	32,351	D
Common Stock	09/15/2015		P(1)		15,237	A	$2.3	47,588	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Swenson Nicholas John

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD

SUITE 560

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AO Partners I, LP

(Last) (First) (Middle)

3033 EXCELSIOR BLVD

SUITE 560

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

Explanation of Responses:

1. The purchases reported on this Form 4 were made pursuant to a 10b5-1 stock purchase plan.

	/s/ Alisha Charlton as attorney-in-fact for Nicholas John Swenson	09/15/2015
	/s/ Alisha Charlton as attorney-in-fact for AO Partners, LP	09/15/2015
	** 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).
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