PRO DEX INC — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRO DEX INC (PDEX)
CIK: 0000788920
Period of Report: 2016-08-04

Reporting Person: Van Kirk Richard Lee Jr (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock - ESPP	J	198	$4.9115	Acquired	18157	Direct
2017-02-02	Common Stock - ESPP	J	573	$4.53	Acquired	18730	Direct
2017-05-16	Common Stock	M	3334	$4.38	Acquired	22064	Direct
2017-05-16	Common Stock	F	2394	$6.10	Disposed	19700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-16	Employee Stock Option (Right to Buy)	$4.38	M	3334	Disposed	2017-05-18	Common Stock (3334)	Direct

Footnotes

F1: These purchases were made pursuant to an Employee Stock Purchase Plan under Section 423 in exempt transactions pursuant to Rule 16b-3.

F2: Reflects 2,394 shares withheld by the Issuer at the market price of $6.10 per share less an exercise price of $4.38 per share to fund the cashless exercise of 3,334 options.

F3: Stock options under the Issuer's Second Amended and Restated 2004 Employee Stock Option Plan. The option shares are fully vested.