PRO DEX INC — Major Shareholding Notification 2012

Feb 14, 2012

SC 13G/A 1 d1263960_13g-a.htm d1263960_13g-a.htm Licensed to: Seward & Kissel LLP Document Created using EDGARizer 2020 5.4.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)

Pro-Dex, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

74265M205
(CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of this Statement)

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

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

CUSIP No.
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	(1) GRT Capital Partners, L.L.C.
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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	33,466
6.	SHARED VOTING POWER
	192,464
7.	SOLE DISPOSITIVE POWER
	33,466
8.	SHARED DISPOSITIVE POWER
	192,464
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	225,930
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.91%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

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(1) GRT Capital Partners, L.L.C. may be deemed to be the beneficial owner of such securities by virtue of its role as the investment manager of the investment funds which own such securities.

CUSIP No.
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	(1) GRT Deep Woods GP, L.L.C.
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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	192,464
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	192,464
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	192,464
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.88%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

---

(1) GRT Deep Woods GP, L.L.C. may be deemed to be the beneficial owner of such securities by virtue of its role as the investment manager of the investment funds which own such securities.

CUSIP No. 74265M205

Item 1.
Pro-Dex, Inc.

(b).
2361 McGaw Avenue Irvine, California 92614

Item 2.
GRT Capital Partners, L.L.C. GRT Deep Woods GP, L.L.C.

(b).
GRT Capital Partners, L.L.C. 50 Milk Street, Floor 21 Boston, Massachusetts 02109 GRT Deep Woods GP, L.L.C. 50 Milk Street, Floor 21 Boston, Massachusetts 02109

(c).
GRT Capital Partners, L.L.C. – Delaware limited liability company GRT Deep Woods GP, L.L.C. – Delaware limited liability company

(d).
Common Stock, no par value

(e).
74265M205

Item 3. — (a)	[_]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	[_]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[_]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[_]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	[_]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	[_]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	[_]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
(i)	[_]	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)	[_]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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)
GRT Capital Partners, L.L.C. – 225,930 GRT Deep Woods GP, L.L.C. – 192,464

(b)
GRT Capital Partners, L.L.C. – 6.91% GRT Deep Woods GP, L.L.C. – 5.88%

(c) — (i)	Sole power to vote or to direct the vote	GRT Capital Partners, L.L.C. – 33,466 GRT Deep Woods GP, L.L.C. – 0	,
(ii)	Shared power to vote or to direct the vote	GRT Capital Partners, L.L.C. – 192,464 GRT Deep Woods GP, L.L.C. – 192,464	,
(iii)	Sole power to dispose or to direct the disposition of	GRT Capital Partners, L.L.C. – 33,466 GRT Deep Woods GP, L.L.C. – 0	,
(iv)	Shared power to dispose or to direct the disposition of	GRT Capital Partners, L.L.C. – 192,464 GRT Deep Woods GP, L.L.C. – 192,464	.

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 [_].
N/A

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A

ITEM 10. Certification.

By signing below the Reporting Person certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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 14, 2012
(Date)
GRT Capital Partners, L.L.C.*
By:	/s/ Timothy A. Krochuk
Name: Timothy A. Krochuk
Title: Authorized Person
GRT Deep Woods GP, L.L.C.*
By:	/s/ Timothy A. Krochuk
Name: Timothy A. Krochuk
Title: Authorized Person

• The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of the reporting persons’ pecuniary interest therein.

EXHIBIT A

AGREEMENT

The undersigned agree that this Schedule 13G Amendment dated February 14, 2012 relating to the Common Stock, no par value of Pro-Dex, Inc. shall be filed on behalf of the undersigned.

GRT Capital Partners, L.L.C.
By:	/s/ Timothy A. Krochuk
Name: Timothy A. Krochuk
Title: Authorized Person
GRT Deep Woods GP, L.L.C.
By:	/s/ Timothy A. Krochuk
Name: Timothy A. Krochuk
Title: Authorized Person

SK 03781 0017 1263960