PRO DEX INC — Major Shareholding Notification 2010

Feb 8, 2010

SC 13G/A 1 v173483_sc13ga.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

| Pro-Dex,
Inc |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 74265M106 |
| (CUSIP
Number) |
| February
16, 2010 |
| (Date
of Event which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o Rule
13d-1(b) |
| --- |
| o Rule
13d-1(c) |
| x Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

Page 1 of 5 Pages

CUSIP No. 74265M106 13G Page 2 of 5 Pages

| 1. | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Ronald
G. Coss | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see
instructions) | (a) ¨ (b) x |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | U.S.
Citizen | |

| NUMBER
OF | 5. | SOLE
VOTING POWER |
| --- | --- | --- |
| SHARES | | 903,879 |
| BENEFICIALLY | 6. | SHARED
VOTING POWER |
| OWNED
BY | | 0 |
| EACH | 7. | SOLE
DISPOSITIVE POWER |
| REPORTING | | 903,879 |
| PERSON | 8. | SHARED
DISPOSITIVE POWER |
| WITH | | 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 903,879 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see
instructions) | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 9.3% | |
| 12. | TYPE
OF REPORTING PERSON (see instructions) | |
| | IN | |

CUSIP No. 74265M106 13G Page 3 of 5 Pages

| Item
1(a). | Name
of Issuer: |
| --- | --- |
| | Pro
Dex Inc |
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
| | The
principal executive offices of the Company are located at 2361 McGaw
Avenue, Irvine, CA 92614. |
| Item
2(a). | Name
of Person Filing: |
| | Ronald
G. Coss |
| Item
2(b). | Address
of Principal Business Office, or if None, Residence: |
| | The
business address for Mr. Coss is 3 Overlook Drive, Newport Coast, CA
92657 |
| Item
2(c). | Citizenship: |
| | United
States of America |
| Item
2(d). | Title
of Class of Securities: |
| | Common
Stock |
| Item
2(e). | CUSIP
Number: |
| | 74265M106 |

| Item
3. | | |
| --- | --- | --- |
| Not
Applicable (this Schedule is being filed pursuant to Rule
13d-1(d)) | | |
| (a) | o | Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o). |
| (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
| (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
| (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
| (e) | o | An
investment adviser in accordance with Section 240.13d-1(b)(1)
(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | o | Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J). |

CUSIP No. 74265M106 13G Page 4 of 5 Pages

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: 903,879 shares | |
| --- | --- | --- |
| (b) | Percent
of class: 9.3% | |
| (c) | Number
of shares as to which such person has: | |
| | (i) | Sole
power to vote or to direct the vote: 903,879 |
| | (ii) | Shared
power to vote or to direct the vote: 0 |
| | (iii) | Sole
power to dispose or to direct the disposition of:
903,897 |
| | (iv) | Shared
power to dispose or to direct the disposition of:
0 |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following o .

| Item
6. |
| --- |
| Not
Applicable |

| Item
7. |
| --- |
| Not
Applicable |

| Item
8. |
| --- |
| Not
Applicable |

| Item
9. |
| --- |
| Not
Applicable |

| Item
10. |
| --- |
| Not
Applicable. |

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.

| February
8, 2010 |
| --- |
| (Date) |
| /s/
Ronald G. Coss |
| (Signature) |
| Ronald
G. Coss |
| (Name/Title) |

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).