SEC FORM 3

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^*

Domingo Angelita Rebamontan

(Last)

(First)

(Middle)

2361 MCGAW AVENUE

(Street)

IRVINE

92614

(City)

(State)

(Zip)

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)

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

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.