SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/20/2021 | 3. Issuer Name and Ticker or Trading Symbol PRO DEX INC [ PDEX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 7,011 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to buy)(1) | 07/01/2021 | 07/01/2031 | Common Stock | 4,250 | 27.5 | D | |
Stock Option (Right to buy)(1) | 07/01/2022 | 07/01/2032 | Common Stock | 4,250 | 39 | D | |
Stock Option (Right to buy)(1) | 07/01/2024 | 07/01/2034 | Common Stock | 4,250 | 42 | D | |
Stock Option (Right to buy)(1) | 07/01/2028 | 07/01/2038 | Common Stock | 4,250 | 47.5 | D | |
Stock Option (Right to buy)(1) | 07/01/2030 | 07/01/2040 | Common Stock | 4,250 | 50 | D | |
Performance Award(2) | 07/01/2022 | (2) | Common Stock | 5,800 | 0 | D | |
Performance Award(2) | 07/01/2024 | (2) | Common Stock | 5,800 | 0 | D | |
Performance Award(2) | 07/01/2026 | (2) | Common Stock | 5,800 | 0 | D |
Explanation of Responses: |
1. These options were awarded under Pro-Dex's 2016 Equity Incentive Plan. The percentage of options that may vest and become exercisable, if any, are 100%, 50%, and 25%, respectively, based upon the volume-weighted average price of Pro-Dex's common stock equaling or exceeding the applicable exercise price for the 60 trading days immediately preceding the date the option becomes exercisable, six months from the date the option becomes exercisable, or twelve months from the date the option becomes exercisable, respectively. |
2. These performance awards were awarded under Pro-Dex's 2016 Equity Incentive Plan. Shares of Pro-Dex common stock will be granted to the reporting person in the amounts shown above on the date exercisable shown above, as the vesting criteria for these performance awards have already been satisfied as of the date of this report. |
Remarks: |
EXHIBIT LIST: Exhibit 24 - Power of Attorney |
/s/ Alisha Charlton, attorny-in-fact pursuant to power of attorney filed herewith | 01/06/2022 | |
** 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 5 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |