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^*

DiRubio Jeffrey

(Last)

(First)

(Middle)

C/O PRECISION OPTICS CORPORATION, INC.

22 EAST BROADWAY

(Street)

GARDNER

01440

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2019

3. Issuer Name and Ticker or Trading Symbol
PRECISION OPTICS CORPORATION, INC. [ PEYE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Sales and Marketing

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, $0.01 par value	186,000	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⁾	05/17/2029	Common Stock	100,000⁽¹⁾	$1.3	D

Explanation of Responses:

1. The issuer granted the stock options in connection with Mr. DiRubio's acceptance of an employment offer with the Issuer. The stock options ves as follows: 34,000 options vest on May 1, 2020, 33,000 options vest on May 1, 2021 and the remaining 33,000 options vest on May 1, 2022. The option exercise price is $1.30 per share which is equal to the closing price of the issuer's common stock on May 17, 2019 when the option grant became effective.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Donald A. Major, by Power of Attorney	05/21/2019
	** 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).
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