Sec Form 4 Filing - Woodward Peter H @ PRECISION OPTICS CORPORATION, INC. - 2016-11-29

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 Woodward Peter H 2. Issuer Name and Ticker or Trading Symbol PRECISION OPTICS CORPORATION, INC. [ PEYE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PRECISION OPTICS CORPORATION, INC., 22 EAST BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2016 (Street) GARDNER, MA01440 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 11/29/2016 P 156,667 A $ 0.6 ( 2 ) 595,680 I Shares held through MHW Partners, L.P. ( 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 ( 3 ) 11/29/2016 P 78,333 10/02/2017 10/16/2017 Common Stock 78,333 $ 0.6 ( 2 ) 233,890 I Warrants held through MHW Partners, L.P. ( 1 ) Warrants $ 0.97 11/29/2016 J( 4 ) 44,704 09/28/2012 09/28/2017 Common Stock 44,704 $ 0 278,594 I Warrants held through MHW Partners, L.P. ( 1 ) Stock Options $ 0.73 ( 5 ) 05/18/2025 Common Stock 90,000 90,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Woodward Peter H C/O PRECISION OPTICS CORPORATION, INC. 22 EAST BROADWAY GARDNER, MA01440 X Signatures /s/ Joseph Forkey as attorney-in-fact 12/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held in the name of MHW Partners, L.P. Mr. Woodward is the managing member and general partner of MHW Partners, L.P. Mr. Woodward disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares. ( 2 )The 156,667 shares and warrants to purchase 78,333 shares of common stock were purchased in a private placement at a price of $0.60 per unit. Each unit consisted of one share of common stock and one warrant to purchase one half of one share of common stock (50% warrant coverage). ( 3 )The warrant exercise price is variable and depends on the Issuer's achievement of two financial performance criteria in fiscal year 2017. The warrant exercise price will be $0.40 per share, $0.20 per share or $0.01 per share if both, one or neither performance criteria are met, respectively. ( 4 )These warrants were issued as a result of triggering certain anti-dilution provisions in the original warrants in conjunction with the private placement. In connection therewith, the exercise price of the warrants decreased to $0.97 per share accordingly. ( 5 )The options vest in three installments: one-third vests immediately; one-third vests in one year on May 18, 2016; remaining one-third vests in two years on May 18, 2017.

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