Sec Form 4 Filing - Hershey Strategic Capital, LP @ PRECISION OPTICS CORPORATION, INC. - 2017-08-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hershey Strategic Capital, LP 2. Issuer Name and Ticker or Trading Symbol PRECISION OPTICS CORPORATION, INC. [ PEYE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6 POMPANO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2017 (Street) RUMSON, NJ07760 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,460,980 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 0.4 ( 2 ) 08/03/2017 J( 3 ) 62,500 10/02/2017 10/16/2017 Common Stock 62,500 ( 4 ) 62,500 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hershey Strategic Capital, LP 6 POMPANO ROAD RUMSON, NJ07760 X HERSHEY MANAGEMENT I, LLC. 6 POMPANO ROAD RUMSON, NJ07760 X HERSHEY STRATEGIC CAPITAL GP, LLC 6 POMPANO ROAD RUMSON, NJ07760 X Signatures /s/ Adam Hershey, Authorized Signatory 08/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed on behalf of Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. Hershey Strategic Capital, LP owns all of the 1,460,980 shares of Common Stock and 62,500 Warrants directly. Hershey Management I, LLC is the investment advisor of Hershey Strategic Capital, LP and disclaims beneficial ownership in such shares. Hershey Strategic Capital GP, LLC is the general partner of Hershey Strategic Capital, LP and disclaims beneficial ownership in such shares except to the extent of its pecuniary interest in such shares. As the investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the 1,460,980 shares of Common Stock. Accordingly, the ownership form of the shares for Hershey Management I, LLC and Hershey Strategic Capital GP, LLC is indirect. ( 2 )The exercise price of the warrant is subject to reduction in the event the Issuer fails to meet certain financial benchmarks during the fiscal year ended June 30, 2017. ( 3 )The Warrants were acquired on November 22, 2016; however, pursuant to the terms of the Warrants, they are not exercisable until October 2, 2017. The Reporting Persons are filing this Form 4 at this time because the Warrants became exercisable within 60 days on August 3, 2017. ( 4 )The Warrants were acquired as part of a Unit. Each Unit consisted on one share of Common Stock and a Warrant to acquire one-half share of Common Stock. The price of each Unit was $.60

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