Forkey Joseph Norman Form 4 Filed 2025-03-21

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. [POCI]

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 (Month/Day/Year)
03/19/2025

(Street)

GARDNER, MA 01440

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/19/2025		A		20,000	A⁽¹⁾	$ 0	142,572	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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Rights to buy)

$4.71

03/19/2025

80,000

⁽²⁾

03/19/2035

Common Stock

80,000

$ 0

80,000

Stock Options (Rights to buy)

$4.71

03/19/2025

120,000

⁽³⁾

03/19/2035

Common Stock

120,000

$ 0

120,000

Explanation of Responses:

1.	On March 19, 2025, the reporting person was granted 20,000 shares of restricted common stock under the Precision Optics Corporation, Inc. 2022 Equity Incentive Plan. The shares are fully vested at the time of grant.
2.	The stock options are fully vested and exercisable at the time of grant. The options were granted under the Precision Optics Corporation, Inc. 2021 Equity Incentive Plan.
3.	The options vest in three equal installments on March 19, 2026, March 19, 2027, and March 19, 2028, subject to the reporting person remaining in the continuous employment of the Issuer through such applicable date. The options were granted under the Precision Optics Corporation, Inc. 2022 Equity Incentive Plan.

	Signatures
	/s/ Joseph N. Forkey	03/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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