Filing Details
- Accession Number:
- 0000897069-25-000771
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-03 20:00:00
- Filed By:
- AO Partners I, LP
- Company:
- Pro Dex Inc (NASDAQ:PDEX)
- Filing Date:
- 2025-04-04
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
AO Partners I, LP | 0 | 922,204 | 0 | 922,204 | 922,204 | 28.3% |
AO Partners LLC | 0 | 922,204 | 0 | 922,204 | 922,204 | 28.3% |
Swenson Nicholas John | 61,297 | 956,520 | 61,297 | 956,520 | 1,017,817 | 31.2% |
Groveland DST, LLC | 0 | 34,316 | 0 | 34,316 | 34,316 | 1.1% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
|
PRO DEX INC (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
74265M205 (CUSIP Number) |
Nicholas J. Swenson 5000 W 36th Street, Suite 200 Minneapolis, MN, 55416 (612) 353-6380 Copy to: Peter D. Fetzer Foley & Lardner, LLP, 777 East Wisconsin, Suite 3800 Milwaukee, WI, 53202-5306 (414) 297-5596 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on 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).
SCHEDULE 13D
|
CUSIP No. | 74265M205 |
1 |
Name of reporting person
AO Partners I, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
922,204.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
28.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | 74265M205 |
1 |
Name of reporting person
AO Partners LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
922,204.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
28.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | 74265M205 |
1 |
Name of reporting person
Swenson Nicholas John | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,017,817.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
31.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 74265M205 |
1 |
Name of reporting person
Groveland DST, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
SOUTH DAKOTA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
34,316.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, no par value | |
(b) | Name of Issuer:
PRO DEX INC | |
(c) | Address of Issuer's Principal Executive Offices:
2361 MCGAW AVENUE, IRVINE,,
CALIFORNIA
, 92614. | |
Item 1 Comment:
This Amended and Restated Schedule 13D relates to shares of the Common Stock, no par value, of Pro-Dex, Inc., a Colorado corporation (the "Issuer" or the "Company"). | ||
Item 2. | Identity and Background | |
(a) | This Amended and Restated Schedule 13D is being filed jointly by the parties identified below (the "AO Partners Group").
AO Partners I, L.P., a Delaware limited partnership ("AO Partners Fund").
AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners Fund ("AO Partners").
Groveland DST, LLC, a South Dakota limited liability company ("Groveland DST"). Nicholas J. Swenson is the sole Manager and President of Groveland DST, LLC.
Nicholas J. Swenson as the Manager of AO Partners and Groveland DST, and as an individual beneficially owning shares of Common Stock in his own name. Namely, this statement is filed by Mr. Swenson, with respect to the shares of Common Stock beneficially owned by him, as follows: (1) shares of Common Stock held in the name of AO Partners Fund in Mr. Swenson's capacity as Manager of AO Partners; (2) shares of Common Stock held by Mr. Swenson as an individual; and (3) shares of Common Stock held in the name of Groveland DST in Mr. Swenson's capacity as Manager and President of Groveland DST.
Each of the foregoing is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto. | |
(b) | The principal business address of each of AO Partners Fund, AO Partners, Mr. Swenson and Groveland DST is 5000 W 36th Street, Suite 200, Minneapolis, MN 55416. | |
(c) | Each of AO Partners Fund, AO Partners and Groveland DST are engaged in various interests, including investments. The principal employment of Mr. Swenson is (1) private investor and (2) serving as the sole Manager of AO Partners, Groveland Capital LLC and Groveland DST. | |
(d) | None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | None of the Reporting Persons described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. | |
(f) | Mr. Swenson is a citizen of the United States of America. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
The Common Stock of the Reporting Persons was acquired in open market purchases with working capital of AO Partners Fund and the personal investment capital of Mr. Swenson. The amount of funds expended to acquire the aggregate shares held by the Reporting Persons is $2,032,015. | ||
Item 4. | Purpose of Transaction | |
The AO Partners Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. The AO Partners Group's intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock.
The Reporting Persons previously reported the transfer of shares of Common Stock to Groveland DST. This transfer was effected solely for tax and estate planning purposes, and for income tax purposes was a transfer between Mr. Swenson, individually, and an entity owned by Mr. Swenson.
The Reporting Persons may make further purchases of shares of Common Stock. The Reporting Persons may dispose of any or all the shares of Common Stock held by them.
To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Amended and Restated Schedule 13D, none of the Reporting Persons has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The following list sets forth the aggregate number and percentage (based on 3,261,043 shares of Common Stock outstanding as of January 28, 2025, as reflected in the Company's Quarterly Report on Form 10-Q filed on January 30, 2025) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2:
Name of Reporting Person: AO Partners Fund
Aggregate Number of Shares Beneficially Owned: 922,204
Percentage of Outstanding: 28.3%
Name of Reporting Person: AO Partners
Aggregate Number of Shares Beneficially Owned: 922,204
Percentage of Outstanding: 28.3%
Name of Reporting Person: Groveland DST
Aggregate Number of Shares Beneficially Owned: 34,316
Percentage of Outstanding: 0.9%
Name of Reporting Person: Nicholas J. Swenson
Aggregate Number of Shares Beneficially Owned: 1,017,817
Percentage of Outstanding: 31.2% | |
(b) | The following list sets forth the ownership information for each of the Reporting Persons:
Name of Reporting Person: AO Partners Fund
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 922,204
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None
Name of Reporting Person: AO Partners
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 922,204
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None
Additional Information: AO Partners is the General Partner of AO Partners Fund. Because Mr. Swenson is the Manager of AO Partners, he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the 922,204 shares of Common Stock held by AO Partners Fund.
Name of Reporting Person: Groveland DST
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 34,316
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None
Additional Information: Because Mr. Swenson is the Manager and President of Groveland DST, he has the power to direct the affairs of Groveland DST, including the voting and disposition of shares of Common Stock held in the name of Groveland DST.
Name of Reporting Person: Nicholas J. Swenson
Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 61,297
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 956,520
Additional Information: Because Mr. Swenson is the Manager of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Because Mr. Swenson is the Manager and President of Groveland DST, he has the power to direct the affairs of Groveland DST, including the voting and disposition of shares of Common Stock held in the name of Groveland DST. Therefore, Mr. Swenson is deemed to share voting and dispositive power with AO Partners Fund and Groveland DST with regard to those shares of Common Stock. The Issuer granted Mr. Swenson stock options for 20,000 shares with various exercise and expiration dates, for his service on the Issuer's board of directors, none of which are exercisable within 60 days and are not reported in Mr. Swenson's holdings hereunder. | |
(c) | AO Partners Fund made the following sales (and no purchases) of shares of Common Stock in the past sixty days. The other Reporting Persons had no sales and no purchases of shares of Common Stock in the past sixty days.
Trade Date: 04/02/2025
Number of Shares Sold: 1,891
Price Per Share: $55.54199 (This constitutes the weighted average purchase price. The prices range from $56.20 to $55.21. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.)
Where and How Transaction Effected: Open Market Transaction
Trade Date: 04/02/2025
Number of Shares Sold: 2,635
Price Per Share: $55.01278 (This constitutes the weighted average purchase price. The prices range from $55.19 to $55.00. The Reporting Persons will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.)
Where and How Transaction Effected: Open Market Transaction. | |
(d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person. | |
(e) | Not Applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.
Mr. Swenson is indemnified by AO Partners Fund, AO Partners and Groveland DST for liabilities he may incur in connection with his duties for the AO Partners Group. Mr. Swenson is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, AO Partners Fund, AO Partners or Groveland DST (or any other person) as to how Mr. Swenson will, as a director or shareholder of the Issuer, act or vote on any issue or question.
AO Partners Fund secured a bank loan, pursuant to which it has pledged 922,204 shares of Common Stock, along with additional securities and collateral owned by AO Partners Fund, as collateral for the loan. The loan was obtained in the ordinary course of business.
Other than the foregoing agreements and arrangements, and the Joint Filing Agreement attached hereto, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. | ||
Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. 99.1: Joint Filing Agreement (previously filed). |
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.
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