Sec Form 4 Filing - Forkey Joseph Norman @ PRECISION OPTICS CORPORATION, INC. - 2018-08-02

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 Forkey Joseph Norman 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) PRECISION OPTICS CORPORATION, INC., 22 EAST BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2018 (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 ($0.01 par value) 08/02/2018 A 300,000 ( 1 ) A 333,620 D

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 Stock Option (Right to Buy) $ 0.73 08/02/2018 A 350,000 ( 2 ) 08/02/2028 Common Stock 350,000 ( 3 ) 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Forkey Joseph Norman PRECISION OPTICS CORPORATION, INC. 22 EAST BROADWAY GARDNER, MA01440 X Chief Executive Officer Signatures /s/ Joseph Forkey 08/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock will be issued in three tranches of 100,000 shares each, on the signing date of the compensation agreement, January 1, 2019 and January 1, 2020, as compensation for services as the Chief Executive Officer of the Issuer. ( 2 )The options vest as follows: 175,000 options vest on the date of filing a Form 10-Q or 10-K where the Issuer reports revenues of $1,500,000 or higher for two consecutive fiscal quarters; 175,000 options vest if the Issuer's common stock is trading at $1.00 per share or higher for fifteen consecutive trading days. All unvested options vest upon a change in control.) ( 3 )The options were granted as compensation for services as the Chief Executive Officer of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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