PRO DEX INC — Director's Dealing 2011

Nov 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRO DEX INC (PDEX)
CIK: 0000788920
Period of Report: 2011-11-28

Reporting Person: Swenson Nicholas John (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-28	Common Stock	P	41700	$2.318	Acquired	386883	Direct
2011-11-29	Common Stock	P	4587	$2.36	Acquired	391470	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.30 to $2.33, inclusive, on November 28, 2011. The reporting person undertakes to provide to Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.34 to $2.38, inclusive, on November 29, 2011. The reporting person undertakes to provide to Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.