UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Precision Optics Corporation, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
740294301
(CUSIP Number)
John Shin, Esq.
Silverman Shin & Byrne PLLC
88 Pine Street, 22nd Fl.
New York, NY 10005
(212) 779-8600
(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2016
(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 Rule 13d-1(e), 13d-1(f) or 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).
| 1 |
NAME OF REPORTING PERSONS Hershey Management I, LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS
WC
| ||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,460,980
| |||
| 8 |
SHARED VOTING POWER
0
| ||||
| 9 |
SOLE DISPOSITIVE POWER
1,460,980
| ||||
| 10 |
SHARED DISPOSITIVE POWER
0
| ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,460,980
| ||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
| ||||
| 14 |
TYPE OF REPORTING PERSON
IA
| ||||
| -2- |
| 1 |
NAME OF REPORTING PERSONS
Hershey strategic capital, lp | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS
WC
| ||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,460,980
| |||
| 8 |
SHARED VOTING POWER
0
| ||||
| 9 |
SOLE DISPOSITIVE POWER
1,460,980
| ||||
| 10 |
SHARED DISPOSITIVE POWER
0
| ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,460,980
| ||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
| ||||
| 14 |
TYPE OF REPORTING PERSON
PN
| ||||
| -3- |
1 |
NAME OF REPORTING PERSONS Hershey Strategic Capital GP, LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ (b) ☐ | |||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS
WC
| ||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
| ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,460,980
| |||
| 8 |
SHARED VOTING POWER
0
| ||||
| 9 |
SOLE DISPOSITIVE POWER
1,460,980
| ||||
| 10 |
SHARED DISPOSITIVE POWER
0
| ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,460,980
| ||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
| ||||
| 14 |
TYPE OF REPORTING PERSON
PN
| ||||
| -4- |
Item 1. Security and Issuer.
There is no change to the information set forth in Item 1 of the previously filed Schedule 13D.
Item 2. Identity and Background.
There is no change to the information set forth in Item 2 of the previously filed Schedule 13D, other than as follows:
(b) The principal office and business address of the Reporting Persons is 6 Pompano Road, Rumson, NJ 07760.
Item 3. Source and Amount of Funds or Other Consideration.
There is no change to the information set forth in Item 2 of the previously filed Schedule 13D.
Item 4. Purpose of Transaction.
There is no change to the information set forth in Item 4 of the previously filed Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons beneficially own 1,460,980 shares of Common Stock (but excludes 62,500 shares of Common Stock issuable upon exercise of the Warrants which Warrants are not exercisable until October 2, 2017), representing 16.5% of the outstanding shares of Common Stock (based upon 7,539,582 shares of Common Stock outstanding as of October 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, plus 1,333,334 shares of Common Stock issued by the Issuer pursuant to the Purchase Agreement, as reported in the Issuer’s Current Report on Form 8-K filed November 29, 2016).
(b) As the investment advisor, Hershey Management I, LLC, has the power to vote or to direct the vote and to dispose or direct the disposition of all of the securities reported herein.
(c) No transactions in the Common Stock were effected by the Reporting Persons since the most recently filed Schedule 13D, except on December 22, 2016, the Reporting Persons purchased 25,980 shares of Common Stock at the weighted average price of $0.5992..
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.
There is no change to the information set forth in Item 6 of the previously filed Schedule 13D.
| -5- |
Item 7. Materials to be Filed as Exhibits.
There is no change to the information set forth in Item 7 of the previously filed Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 20, 2017
| Hershey Management I, LLC | |||
| By: /s/ Adam Hershey | |||
| Adam Hershey, Managing Member | |||
| Hershey Strategic Capital, LP | |||
| By: Hershey Strategic Capital GP, LLC, | |||
| General Partner | |||
| By: /s/ Adam Hershey | |||
| Adam Hershey, Managing Member | |||
| Hershey Strategic Capital gp, llc | |||
| By: /s/ Adam Hershey | |||
| Adam Hershey, Managing Member |
| -6- |