Sec Form 4 Filing - Forkey Joseph Norman @ PRECISION OPTICS CORPORATION, INC. - 2022-03-01

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) 03/01/2022 (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 03/02/2022 M 30,000 A $ 1.2 363,620 D Common Stock 03/02/2022 F 16,000( 1 ) D $ 2.25 347,620 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) $ 1.2 03/01/2022 G 120,000 07/01/2014 03/02/2022 Common Stock 120,000 ( 2 ) 530,000 D Stock Option (Right to Buy) $ 1.2 03/02/2022 M 30,000 07/01/2014 03/02/2022 Common Stock 30,000 ( 2 ) 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 03/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 16,000 shares withheld by Issuer at the market price of $2.25 per share to fund the cashless exercise of 30,000 options at an exercise price of $1.20 per share. ( 2 )The options were granted by the Issuer to compensate executive officers for their services.

Remarks: The reporting person exercised and gifted the options because they were about to expire. The transactions reported above in Table I reflect the cashless exercise transactions of 30,000 stock options. The cashless exercise for the options is reported in two lines. The first line of the cashless exercise transaction is coded M in column 4 of Table I and reports in column 5 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 5 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed. The transactions reported in Table II above, reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. In addition, the reporting person gifted certain stock options to a charity in a transaction coded with Code G.

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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