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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | (3) | 11/29/2016 | P | 78,333 | 10/02/2017 | 10/16/2017 | Common Stock | 78,333 | $ 0.6 (2) | 233,890 | I | Warrants held through MHW Partners, L.P. (1) | |||
| Warrants | $ 0.97 | 11/29/2016 | J(4) | 44,704 | 09/28/2012 | 09/28/2017 | Common Stock | 44,704 | $ 0 | 278,594 | I | Warrants held through MHW Partners, L.P. (1) | |||
| Stock Options | $ 0.73 | (5) | 05/18/2025 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Woodward Peter H C/O PRECISION OPTICS CORPORATION, INC. 22 EAST BROADWAY GARDNER, MA 01440 |
X | |||
| /s/ Joseph Forkey as attorney-in-fact | 12/01/2016 | |
| **Signature of Reporting Person | Date |
| * | 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 shares are held in the name of MHW Partners, L.P. Mr. Woodward is the managing member and general partner of MHW Partners, L.P. Mr. Woodward disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares. |
| (2) | The 156,667 shares and warrants to purchase 78,333 shares of common stock were purchased in a private placement at a price of $0.60 per unit. Each unit consisted of one share of common stock and one warrant to purchase one half of one share of common stock (50% warrant coverage). |
| (3) | The warrant exercise price is variable and depends on the Issuer's achievement of two financial performance criteria in fiscal year 2017. The warrant exercise price will be $0.40 per share, $0.20 per share or $0.01 per share if both, one or neither performance criteria are met, respectively. |
| (4) | These warrants were issued as a result of triggering certain anti-dilution provisions in the original warrants in conjunction with the private placement. In connection therewith, the exercise price of the warrants decreased to $0.97 per share accordingly. |
| (5) | The options vest in three installments: one-third vests immediately; one-third vests in one year on May 18, 2016; remaining one-third vests in two years on May 18, 2017. |