SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

PRO-DEX, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

74265M205

(CUSIP Number)

Farnam Street Partners, L.P.

3033 Excelsior Boulevard, Suite 320

Minneapolis, MN 55426

Phone: (612) 353-6707

With a copy to:

Martin R. Rosenbaum, Esq.

Maslon Edelman Borman & Brand, LLP

3300 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402-4140

Phone: (612) 672-8200

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

November 19, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨. 

CUSIP No. 74265M205 

1	NAME OF REPORTING PERSONS Farnam Street Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Investment proceeds)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 168,830
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 168,830

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.10%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 74265M205 

1	NAME OF REPORTING PERSONS Farnam Street Capital, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Investment proceeds)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 168,830
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 168,380

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,380
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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CUSIP No. 74265M205 

1	NAME OF REPORTING PERSONS Raymond E. Cabillot
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Investment proceeds)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 168,830
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 168,830

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 74265M205

1	NAME OF REPORTING PERSONS Peter O. Haeg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Investment proceeds)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 168,830
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 168,830

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 74265M205

Item 1.                      Security and Issuer.

(a) This Schedule 13D relates to shares of the Common Stock, no par value, of Pro-Dex, Inc., a Colorado corporation (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 2361 McGaw Avenue, Irvine, California 92614.

Item 2.                      Identity and Background.

This Schedule 13D is being filed jointly by

●   Farnam Street Partners, L.P., a Minnesota limited partnership (“Farnam Fund”).

●   Farnam Street Capital, Inc., a Minnesota corporation and General Partner of Farnam Fund (“Farnam Capital”).

●   Raymond E. Cabillot as the Chief Executive Officer and a director of Farnam Capital and as a nominee for director of the Issuer

●   Peter O. Haeg as the President and Secretary and a director of Farnam Capital

(collectively, the “Farnam Group”).

Raymond E. Cabillot has agreed to serve as a nominee for election to the Issuer’s Board of Directors in connection with the nomination of director candidates by AO Partners Group (as defined below).

Previously, the Farnam Group (except for Mr. Haeg), William James Farrell III, another nominee, and the AO Partners Group jointly filed a Schedule 13D and amendments thereto (as amended, the “AO Partners/Farnam Schedule 13D) and, such groups may together be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The contents of the AO Partners/Farnam Schedule 13D are incorporated herein by reference. The Farnam Group expressly disclaims beneficial ownership of securities held by the AO Partners Group and by Mr. Farrell.  

The “AO Partners Group” consists of the following:

●   AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).

●   AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners Fund (“AO Partners”).

●   Glenhurst Co., a Minnesota corporation and wholly owned by Nicholas J. Swenson (“Glenhurst”).

●   Nicholas J. Swenson as the Managing Member of AO Partners, as the sole owner of Glenhurst and as an individual.

The Farnam Group is now filing this Schedule 13D because has become the beneficial owner, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), of more than five percent (5%) of the outstanding shares of Common Stock of the Issuer, without regard to the holdings of the AO Partners Group..

(b) The principal office and place of business for all of the Reporting Persons is 3033 Excelsior Boulevard, Suite 320, Minneapolis, Minnesota 55416.

(c) Farnam Fund was organized in January 1998 as a Minnesota Limited Partnership. Its principal business activities involve investing in equity securities of publicly traded companies, as well as other types of securities. Mr. Cabillot serves as Chief Executive Officer and a director of Farnam Capital, the General Partner of Farnam Street Partners, L.P., a private investment partnership located in Minneapolis, Minnesota. Mr. Peter O. Haeg is President and Secretary of Farnam Capital.

(d) - (e) During the last five years, neither Farnam Fund nor the principals of its General Partner have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have the parties been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting, or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

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(f) Farnam Fund is a Minnesota limited partnership. Farnam Capital is a Minnesota corporation. Messrs. Cabillot and Haeg are citizens of the United States of America.

Item 3.                      Source and Amount of Funds or Other Consideration.

The Farnam Group acquired the Common Stock of the Issuer in open market purchases with working capital of Farnam Fund.  The amount of funds expended to acquire these shares is $718,232.80.

Item 4.                      Purpose of Transaction.

The Farnam Group acquired shares of Common Stock because it believes that the Common Stock was undervalued and represented an attractive investment.

On June 27, 2012, Mr. Swenson submitted notice to the Issuer of his intent to nominate Mr. Swenson, Mr. Cabillot and Mr. Farrell as nominees for election as directors at the Company’s 2012 Annual Shareholder Meeting.  A copy of the nomination letter is attached as Exhibit 3 hereto.

The Reporting Persons may make further purchases of shares of Common Stock.  The Reporting Persons may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose.  Except as noted in this Schedule 13D, none of the Reporting Persons has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.                      Interests in Securities of the Issuer.

(a)    The Fund beneficially owns 168,830 shares of the outstanding Common Stock of the Issuer, representing approximately 5.1% of the Common Stock (based upon 3,307,350 shares outstanding on November 5, 2012, as reported in the Issuer's most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).

(b) The Fund does not share voting and dispositive power with respect to any shares.

Mr. Cabillot and Mr. Haeg share voting and dispositive power of the Common Stock beneficially owned by Farnam Fund by virtue of such entity’s and person’s relationship to the other as described in Item 2(a).

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(c)           Farnam Fund has made the following purchases during the past 60 days:

Trade Date	Number of Shares Purchased	Price Per Share
10/01/12	2,385	$1.8212
10/03/12	486	$1.8256
10/05/12	6,743	$1.9143
10/10/12	770	$1.8176
10/12/12	783	$1.8692
10/16/12	4,050	$1.9037
10/17/12	13,443	$1.9268
10/18/12	11,950	$1.9275
10/19/12	1,197	$1.9668
10/22/12	251	$1.8898
10/23/12	2,375	$1.8263
10/24/12	500	$2.0400
10/25/12	1,485	$1.8701
11/06/12	54	$2.0600
11/08/12	1,800	$2.0000
11/13/12	50	$1.9500
11/16/12	1,754	$1.9795
11/19/12	9,884	$1.9664

All purchases were open market purchases.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

With respect to Farnam Fund, Farnam Capital is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. 

Mr. Cabillot is indemnified by Farnam Fund and Farnam Capital for liabilities he may incur in connection with his duties for the Farnam Group.

As set forth in the AO Partners/Farnam Schedule 13D, Messrs. Cabillot and Farrell are indemnified by AO Partners Fund and AO Partners for liabilities they may incur in connection with the intended solicitation of proxies for use at the 2012 Annual Meeting of Shareholders of the Company.  AO Partners Fund and AO Partners will also reimburse Messrs. Cabillot and Farrell for expenses that they reasonably incur in connection with the intended solicitation of proxies for use at the 2012 Annual Meeting of Shareholders of the Company.  Neither Mr. Cabillot nor Mr. Farrell is, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the AO Partners Group, each other or any other person as to how he, if elected as a director of the Company, will act or vote on any issue or question.

Other than the foregoing agreements and arrangements, the Joint Filing Agreement filed herewith and the Joint Filing Agreement filed with the AO Partners/Farnam Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

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Item 7.                      Material to be Filed as Exhibits.

Exhibit No.	Description
1	Agreement to file jointly.
2	Letter from Nick Swenson to the Board of Directors of the Company dated June 1, 2012.
3	Notice of Intent to Nominate Directors from Nicholas Swenson to Secretary of the Company dated June 27, 2012 (includes consent of Mr. Cabillot to be named in proxy statement and serve as a director).
4	Letter from the Company to Nick Swenson dated June 15, 2012.
_______________

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CUSIP No. 74265M205

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:          November 28, 2012

FARNAM STREET PARTNERS, L.P.
By:	FARNAM STREET CAPITAL, INC.
General Partner
By:	/s/ Raymond E. Cabillot
	Raymond E. Cabillot
	Chief Executive Officer
FARNAM STREET CAPITAL, INC.
By:	/s/ Raymond E. Cabillot
	Raymond E. Cabillot
	Chief Executive Officer
By:	/s/ Raymond E. Cabillot
	Raymond E. Cabillot
By:	/s/ Peter O. Haeg
	Peter O. Haeg

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Common Stock, no par value per share, of  Pro-Dex, Inc. and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and further agree that this Agreement of Joint Filing be included as an Exhibit to such joint filing.

This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Date:           November 28, 2012

FARNAM STREET PARTNERS, L.P.
By:	FARNAM STREET CAPITAL, INC.
General Partner
By:	/s/ Raymond E. Cabillot
	Raymond E. Cabillot
	Chief Executive Officer
FARNAM STREET CAPITAL, INC.
By:	/s/ Raymond E. Cabillot
	Raymond E. Cabillot
	Chief Executive Officer
By:	/s/ Raymond E. Cabillot
	Raymond E. Cabillot
By:	/s/ Peter O. Haeg
	Peter O. Haeg

EX-99.2

EXHIBIT 2

Nick Swenson

June 1, 2012

William Healey

Chairman & Member of the Board of Directors

Pro-Dex, Inc.

2361 McGaw Avenue

Irvine, CA  92614

Dear Board Member,

I am writing today in an effort to understand why you have decided to deny my request for a seat on Pro-Dex’s Board of Directors.  I am extremely disappointed and would like clarification regarding how your decision was made.

As Pro-Dex’s largest shareholder, I believe my interests are directly aligned with those of other shareholders.  I urge you to re-think your position and allow me to join the Board.

I do not require compensation of any kind to serve on the Board.

Regards,

/s/ Nick

Nick Swenson

3033 Excelsior Blvd., Suite 560 – Minneapolis, Minnesota 55416 – 612-703-2292

EX-99.3

EXHIBIT 3

June 27, 2012

CERTIFIED MAIL RETURN RECEIPT REQUESTED AND OVERNIGHT DELIVERY

Mr. Harold A. Hurwitz

Corporate Secretary

Pro-Dex, Inc.

2361 McGaw Avenue

Irvine, California 92614

Re:           Notice of Intent to Nominate Directors and Submit Nominees for Election

Dear Mr. Hurwitz:

This letter constitutes a notice of intent by Nicholas J. Swenson to nominate three persons for election as directors of Pro-Dex, Inc. (the “ Company ”) at the 2012 Annual Meeting of Stockholders of the Company (the “ Annual Meeting ”), and to submit his nominees for election at the Annual Meeting.

This notice is being provided to you pursuant to Section 2.2 of Article II of the Company’s Amended and Restated Bylaws, as amended to date (the “ Bylaws ”).  Mr. Swenson owns of record 257,506 shares of the Company’s common stock, no par value (the “ Common Stock ”).  Mr. Swenson also beneficially owns an additional 210,783 shares of the Common Stock.

By the fact of Mr. Swenson’s submission of this notice of intent to nominate and submit his nominees for election, it is his understanding the Company will now generally be obligated under the federal securities laws to file a preliminary proxy statement and form of proxy with the United States Securities and Exchange Commission to allow the Commission to review and comment on such proxy materials.

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Mr. Swenson hereby notifies the Company pursuant to Section 2.2 of Article II of the Bylaws that he intends to nominate Messrs. Nicholas J. Swenson, Raymond E. Cabillot and William James Farrell III for election to the Board of Directors of the Company at the Annual Meeting.  Enclosed is the written consent of Messrs. Swenson, Cabillot and Farrell to be named in the proxy statement of the AO Partners Group (as defined below) and to serve as directors of the Company if elected.  Mr. Swenson represents that he is a holder of record of Common Stock entitled to vote at the Annual Meeting and intends to appear in person or by proxy at such meeting to nominate Mr. Swenson, Ray Cabillot and Bill Farrell.  In connection with the nominees, Mr. Swenson intends to deliver a proxy statement and form of proxy to stockholders of at least the percentage of the Company’s outstanding Common Stock required to elect the nominees.

If the Company believes that this notice is incomplete or otherwise deficient in any respect, please contact Mr. Swenson immediately so that he may promptly address any alleged deficiencies.

Set forth below is certain information, including that required by Section 2.2 of Article II of the Bylaws.  The information set forth below responds fully to all of the requirements of Section 2.2 of Article II of the Bylaws.

Information as to Nominator

A.           Name and Record Address

Nick Swenson

3033 Excelsior Blvd., Suite 560

Minneapolis, MN 55416

Mr. Swenson is a member of the “AO Partners Group,” which currently consists of the following persons and entities:

●   AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).

●   AO Partners, LLC, a Delaware limited liability company (“AO Partners”).

●   Glenhurst Co., a Minnesota corporation wholly owned by Nick Swenson (“Glenhurst”).

●   Nick Swenson as the Managing Member of AO Partners, as the sole owner of Glenhurst and as an individual.

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The principal business address of each of AO Partners Fund, AO Partners, Glenhurst and Mr. Swenson is 3033 Excelsior Blvd., Suite 560, Minneapolis, MN 55416.  Each of AO Partners Fund, AO Partners and Glenhurst are engaged in various interests, including investments.  The home address of Mr. Swenson is 3735 Glenhurst Ave, St. Louis Park, MN 55416.

The principal employment of Mr. Swenson is (1) private investor and (2) serving as the sole Managing Member of AO Partners and Groveland Capital, LLC, a Delaware limited liability company.

No other stockholder other than members of the AO Partners Group is known to Mr. Swenson to be supporting Messrs. Swenson, Cabillot and Farrell as nominees.

B.           Record and Beneficial Ownership

Mr. Swenson is the beneficial owner of 257,506 shares of Common Stock held of record.  As a member of the AO Partners Group, Mr. Swenson may be deemed to beneficially own an additional 210,783 shares of Common Stock.  See Appendix A for the beneficial ownership of the members of the AO Partners Group.

Information as to Nominees

A.           Name, Age, Business Address and Residence Address

Name	Age	Business Address	Residence Address
Nick Swenson	43	AO Partners I, L.P. 3033 Excelsior Blvd. Suite 560 Minneapolis, MN 55416	3735 Glenhurst Ave. St. Louis Park, MN 55416
Ray Cabillot	49	Farnam Street Partners, L.P. 3033 Excelsior Blvd. Suite 320 Minneapolis, MN 55416	14031 Greenway Avenue Prior Lakes, Minnesota 55372
Bill Farrell	38	Vizsy, Inc. 1001 Twelve Oaks Center Dr. Suite 1009 Wayzata, MN 55391	20200 Cottagewood Rd. Deephaven, MN 55331

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B.           Principal Occupation or Employment

Nick Swenson: Since March, 2009, Mr. Swenson has been the Chief Executive Officer and a Portfolio Manager of Groveland Capital, LLC.  Prior to forming Groveland Capital, LLC, Mr. Swenson was a Portfolio Manager and Partner at Whitebox Advisors, LLC from 2001 to 2009. From 1999 to 2001 he was a Research Analyst at Varde Partners, LLC, a hedge fund that specializes in investing in distressed debt. He was an Associate in Corporate Finance at Piper Jaffray, Inc. from 1996 to 1999. Mr. Swenson serves as a director of several companies. Mr. Swenson has a B.A. degree in History from Middlebury College (1991) and an M.B.A. from the University of Chicago (1996).

Ray Cabillot: Mr. Cabillot has, from January 1998 until the present, served as Chief Executive Officer and a director of Farnam Street Capital, Inc. the General Partner of Farnam Street Partners L.P., a private investment partnership located in Minneapolis, MN.  He was a Senior Research Analyst at Piper Jaffray from 1990 to 1998.  Prior to that, he worked for Prudential Capital Corporation from 1987 to 1990 as an Associate Investment Manager and as an Investment Manager.  Mr. Cabillot serves as a director of several private companies.  Mr. Cabillot has a B.A. degree with a double major in Economics and Chemistry from Saint Olaf College and an M.B.A. from the University of Minnesota.

Bill Farrell: Mr. Farrell has, from January 2011 until the present, served as Chief Executive Officer and a director of Viszy, Inc, a start-up developing software and services targeting the consumer market. From April 1998 to January 2011, Mr. Farrell held various senior management roles at Medtronic, Inc. Most recently, he was Senior Director of Product Development and lead corporate-wide initiatives to improve design, reliability and manufacturability practices. Prior to that, he lead 100+ portfolio, program, product and process development managers and engineers. Mr. Farrell has a B.S. degree in Mechanical Engineering from the University of Minnesota (1996).

The combination of experience and qualifications discussed above led to the conclusion that each of the nominees should serve as a director.   Each of these individuals possess the appropriate skills and experience to manage our business.  Specifically, each has gained familiarity with financial statements and developed a deep understanding of the demands of operating a business and addressing the issues that confront businesses, which will make them a valuable resource to the Board of Directors.  Each also possesses the skills to provide in-depth financial analysis of the Company’s business operations.

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C.           Shares Owned Either Beneficially or Of Record

Name of Nominee	Class	Amount
Nick Swenson	Common	468,289(1)
Ray Cabillot	Common	104,294(2)
Bill Farrell	Common	None

_______

(1) Except for 257,506 shares held by Mr. Swenson of record, all of the above shares are owned beneficially, by virtue of Mr. Swenson’s membership in the AO Partners Group.

(2) All of the above shares are owned beneficially by virtue of Mr. Cabillot’s serving as the Chief Executive Officer and a director of Farnam Street Capital, Inc., the General Partner of Farnam Street Partners, L.P.

Except as otherwise described herein, neither Mr. Swenson, Mr. Cabillot nor Mr. Farrell has, including without limitation any such interests held by members of his immediate family sharing the same household: (1) an interest in a derivative instrument related to the Common Stock; (2) any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of Common Stock; (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which he has a right to vote any shares of any security of the Company; (4) any short interest in any security of the Company directly or indirectly; (5) any rights to dividends on the shares of the Company beneficially owned by him that are separated or separable from the underlying shares of the Company; or (6) any performance-related fees (other than an asset-based fee) that he is entitled to based on any increase or decrease in the value of shares of Common Stock.

D.           Interest of Certain Persons in Matters to be Acted Upon

Except as otherwise set forth herein, neither Mr. Swenson , Mr. Cabillot nor Mr. Farrell is nor has he been, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Except as otherwise set forth herein, neither Mr. Swenson, Mr. Cabillot nor Mr. Farrell, nor any of their associates, has any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

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E.           Other Information

Directorships of Other Publicly Owned Companies

Neither Mr. Swenson, Mr. Cabillot nor Mr. Farrell is presently serving as a director of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940.  Neither Mr. Swenson nor Mr. Farrell has served during the past five years as a director of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940.  Within the past five years, Mr. Cabillot served on the board of directors of O.I. Corporation.

Material Proceedings Adverse to the Company

To Mr. Swenson’s knowledge, there are no material proceedings to which Mr. Swenson, or any of his associates, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Swenson nor any of his associates has a material interest adverse to the Company or any of its subsidiaries.

To Mr. Cabillot’s knowledge, there are no material proceedings to which Mr. Cabillot, or any of his associates, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Cabillot nor any of his associates has a material interest adverse to the Company or any of its subsidiaries.

To Mr. Farrell’s knowledge, there are no material proceedings to which Mr. Farrell, or any of his associates, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Farrell nor any of his associates has a material interest adverse to the Company or any of its subsidiaries.

Transactions In Stock of the Company

The following transactions are the only transactions during the past two years with regard to the Common Stock made by Mr. Swenson and members of the AO Partner Group or by Mr. Cabillot and his affiliated entities.  Mr. Farrell does not own any Common Stock and has not effected any transactions in the Common Stock during the past two years.

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Nicholas J. Swenson

Transaction Date	Number of Shares (Sold) Purchased
7/5/11	18,481
7/6/11	7,277
7/7/11	900
7/8/11	26,800
7/11/11	33,221
7/12/11	37,333
7/13/11	10,848
7/14/11	22,900
7/15/11	500
7/19/11	14,526
7/20/11	30,309
7/21/11	9,660
7/22/11	300

Transaction Date	Number of Shares (Sold) Purchased
7/27/11	3,601
7/28/11	200
8/1/11	300
8/5/11	500
8/8/11	12,134
8/9/11	2,542
8/11/11	11,424
8/12/11	200
8/24/11	2,450
8/25/11	550
8/26/11	550
11/29/11	10,000
TOTAL	257,506

Glenhurst Co.

Transaction Date	Number of Shares (Sold) Purchased
9/7/11	5,843
9/8/11	201
9/9/11	8,944
9/12/11	1,600
9/13/11	2,433
9/14/11	1,433

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Transaction Date	Number of Shares (Sold) Purchased
9/15/11	100
9/16/11	7,780
9/19/11	15,198
9/20/11	1,456
9/27/11	100
9/28/11	2,000
10/3/11	5,684
10/6/11	6,139
10/10/11	3,400
10/11/11	772
10/12/11	1,425
10/13/11	(900)
10/14/11	(8,400)
10/24/11	12,000
10/27/11	230
10/28/11	3,594
11/17/11	100
11/28/11	25,000
11/29/11	11,287
12/1/11	8,023
12/2/11	1,039
12/9/11	2,134

Transaction Date	Number of Shares (Sold) Purchased
12/12/11	1,589
12/16/11	12,131
12/19/11	3,436
12/21/11	6,100
12/22/11	30,400
TOTAL	172,271

8

AO Partners I, L.P.

Transaction Date	Number of Shares (Sold) Purchased
1/13/12	1,145
1/26/12	335
1/30/12	10,032
2/21/12	500
2/22/12	1,600
2/28/12	17,700
3/1/12	4,100
3/2/12	3,100
TOTAL	38,512

Farnam Street Partners, L.P.

Transaction Date	Number of Shares (Sold) Purchased
01/10/2012	2,567
01/11/2012	3,500
01/13/2012	200
01/19/2012	2,300
01/20/2012	11,500
01/23/2012	2,919
01/24/2012	4,500
01/25/2012	2,134
01/26/2012	2,650
01/31/2012	4,480
02/01/2012	99
02/02/2012	2,618
02/06/2012	6,150
02/07/2012	8,635
02/08/2012	21,700
02/09/2012	1,328
02/10/2012	1,714
02/13/2012	11,000
02/15/2012	7,000
02/16/2012	1,000
02/17/2012	2,800
03/21/2012	3,500
TOTAL	104,294

Arrangements or Understandings with Other Persons

With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.  Mr. Swenson has agreements with AO Partners Fund whereby he is indemnified by AO Partners Fund for any liabilities he may incur in connection with his duties, including AO Partner Group’s intended solicitation of proxies for use at the Annual Meeting.  AO Partners Fund will also reimburse Mr. Swenson, Mr. Cabillot and Mr. Farrell for any expenses that they reasonably incur in connection with the AO Partner Group’s intended solicitation of proxies for use at the Annual Meeting.

9

To Mr. Swenson’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.

To Mr. Cabillot’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.

To Mr. Farrell’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.

As of the date of this letter, neither Mr. Swenson, Mr. Cabillot nor Mr. Farrell has retained any person to make solicitations or recommendations to stockholders for the purpose of assisting in their election.

Absence of any Family Relationships

Mr. Swenson does not have any family relationship with any director or officer of the Company.

Mr. Cabillot does not have any family relationship with any director or officer of the Company.

Mr. Farrell does not have any family relationship with any director or officer of the Company.

Absence of Involvement in Certain Legal Proceedings

To the knowledge of Mr. Swenson, and based on information in his possession:

a. Since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Swenson, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Swenson.  In addition, since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.

b. Mr. Swenson has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).

c. Since January 1, 2011, Mr. Swenson has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.

d. Since January 1, 2011, Mr. Swenson has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.

e. Since January 1, 2011, Mr. Swenson has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.

10

To the knowledge of Mr. Cabillot, and based on information in his possession:

a.      Since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Cabillot, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Cabillot.  In addition, since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.

b.      Mr. Cabillot has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).

c.      Since January 1, 2011, Mr. Cabillot has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.

d.      Since January 1, 2011, Mr. Cabillot has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.

e.      Since January 1, 2011, Mr. Cabillot has not been found by a court of competent jurisdiction in a civil action or by the SEC or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.

To the knowledge of Mr. Farrell, and based on information in his possession:

a. Since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Farrell, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Farrell.  In addition, since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.

b. Mr. Farrell has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).

c. Since January 1, 2011, Mr. Farrell has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.

d. Since January 1, 2011, Mr. Farrell has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.

e. Since January 1, 2011, Mr. Farrell has not been found by a court of competent jurisdiction in a civil action or by the SEC or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.

11

Absence of Certain Transactions

To the best knowledge of Mr. Swenson, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Swenson nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Swenson nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.

To the best knowledge of Mr. Cabillot, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Cabillot nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Cabillot nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.

To the best knowledge of Mr. Farrell, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Farrell nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Farrell nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.

Section 16 Compliance

Mr. Swenson is required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company, and all such reports have been timely filed.

Mr. Cabillot is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.

Mr. Farrell is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.

* * *

Very truly yours,

/s/ Nicholas J. Swenson

Nicholas J. Swenson

12

Appendix A 

Member of AO Partners Group	Shares Held Beneficially	Percent of Class	Shares Held By Non-Participant Associates
AO Partners I, L.P. 3033 Excelsior Blvd. Suite 560 Minneapolis, Minnesota 55416	38,512	1.2%	0
AO Partners, LLC 3033 Excelsior Blvd. Suite 560 Minneapolis, Minnesota 55416	38,512	1.2%	0
Glenhurst Co. 3033 Excelsior Blvd. Suite 560 Minneapolis, Minnesota 55416	172,271	5.3%	0
Nicholas J. Swenson 3033 Excelsior Blvd. Suite 560 Minneapolis, Minnesota 55416	468,289(1)	14.3%	0

(1) Includes 257,506 shares held by Mr. Swenson of record, the 38,512 shares held by AO Partners I, L.P. and the 172,271 shares held by Glenhurst Co.

CONSENT OF PROPOSED NOMINEE

I, Nick Swenson, hereby consent to be named in the proxy statement of the AO Partners Group to be used in connection with its solicitation of proxies from the stockholders of Pro-Dex, Inc. for use in voting at the 2012 Annual Meeting of Stockholders of Pro-Dex, Inc. and I hereby consent and agree to serve as a director of Pro-Dex, Inc. if elected at such Annual Meeting.

/s/ Nicholas J. Swenson

Nicholas J. Swenson

Dated:  June 27, 2012

CONSENT OF PROPOSED NOMINEE

I, Ray Cabillot, hereby consent to be named in the proxy statement of the AO Partners Group to be used in connection with its solicitation of proxies from the stockholders of Pro-Dex, Inc. for use in voting at the 2012 Annual Meeting of Stockholders of Pro-Dex, Inc. and I hereby consent and agree to serve as a director of Pro-Dex, Inc. if elected at such Annual Meeting.

/s/ Raymond E. Cabillot

Raymond E. Cabillot

Dated:  June 27, 2012

CONSENT OF PROPOSED NOMINEE

I, Bill Farrell, hereby consent to be named in the proxy statement of the AO Partners Group to be used in connection with its solicitation of proxies from the stockholders of Pro-Dex, Inc. for use in voting at the 2012 Annual Meeting of Stockholders of Pro-Dex, Inc. and I hereby consent and agree to serve as a director of Pro-Dex, Inc. if elected at such Annual Meeting.

/s/ William James Farrell III

 William James Farrell III

Dated:  June 27, 2012 

EX-99.4

EXHIBIT 4

Pro-Dex

[Logo]

PERSONAL AND CONFIDENTIAL

June 15, 2012

Mr. Nick Swenson

3033 Excelsior Blvd. Suite 560

Minneapolis, MN 55416

Dear Nick;

This letter serves as our response to your letter of June 1, 2012 requesting clarification as to why you were not recommended for election to the Company’s Board of Directors.

Let us assure you that your request received serious consideration. Your candidacy was reviewed by the Nominating and Governance Committee as well as the full Board of Directors in accordance with our procedure for considering candidates for the board.

As we advised you during our telephone call of May 23, 2012, we have decided to leave the one currently vacant seat unfilled as a cost reduction measure. In considering the skill sets that would be most valuable to the Board and the company, the Board believes that the next candidate for a seat on the board should have recent C-Suite experience at a medical device company, preferably in the operations, R&D, or marketing/business development areas.

Additionally, our Board is concerned that you would not be considered truly independent because of your large stock ownership position. As we told you, Institutional Shareholder Services, a highly regarded proxy advisory firm considered the standard setter for corporate governance principles, deems a director having any form of “material relationship” with an issuer an “affiliated outside director” and not truly independent. With such a material ownership position, the Board, to whom the ultimate decision falls as to the determination of independence, does not believe you would qualify as an independent director. Thus, you would not be able to (i) serve on any of the working committees of the board (all of which require independent members) and (ii) undertake the same level of work as the other directors.

During the course of its review of your candidacy our Board also noted that your lack of prior experience as a public company director and your lack of experience in an operating or management role would be considered weaknesses in your candidacy.

2361 McGaw Avenue Irvine CA 92614   Tel: 949-769-3200   Toll Free: 800-562-6204   Fax: 949-769-3281    www.pro-dex.com

Mr. Nick Swenson

June 15, 2012

Page 2

As we said during our call, we appreciate and value your input and suggestions with regard to improving the shareholder value of our company and we welcome you to share your thoughts with the Board and management via whatever venue best suits you, including personally attending a portion of our regular board meetings. Furthermore, if you are aware of an individual who meets our preferred director background, we would welcome your forwarding that individual’s background and qualifications to us so that we might consider them as a future candidate to the board.

As always, if you have any questions or wish to discuss our company, please do not hesitate to call us.

Sincerely,

/s/ William Healey

William Healey

Chairman of the Board of Directors and

Chairman of the Nominating and Governance Committee