Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
|
PRO DEX INC (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
74265M205 (CUSIP Number) |
Farnam Street Partners, L.P. 3033 Excelsior Blvd, Suite 560, Minneapolis, MN, 55426 612-353-6707 Doug Holod c/o Maslon LLP, 225 South Sixth Street, Suite 2900 Minneapolis, MN, 55402 612-672-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/27/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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).
SCHEDULE 13D
|
| CUSIP No. | 74265M205 |
| 1 |
Name of reporting person
FARNAM STREET PARTNERS LP /MN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MINNESOTA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
319,752.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 74265M205 |
| 1 |
Name of reporting person
FARNAM STREET CAPITAL, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
MINNESOTA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
319,752.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 74265M205 |
| 1 |
Name of reporting person
CABILLOT RAYMOND E | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
319,752.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 74265M205 |
| 1 |
Name of reporting person
Haeg Peter O. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
319,752.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
PRO DEX INC | |
| (c) | Address of Issuer's Principal Executive Offices:
2361 MCGAW AVENUE, 2361 MCGAW AVENUE, IRVINE,
CALIFORNIA
, 92614. | |
Item 1 Comment:
This Schedule 13D relates to shares of the Common Stock, no par value, of Pro-Dex, Inc., a Colorado corporation (the "Issuer" or the "Company"). The address of the principal executive offices of the Issuer is 2361 McGaw Avenue, Irvine, California 92614. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly by:* Farnam Street Partners, L.P., a Minnesota limited partnership ("Farnam Fund");* Farnam Street Capital, Inc., a Minnesota corporation and General Partner of Farnam Fund ("Farnam Capital");* Raymond E. Cabillot as the Chief Executive Officer and a director of Farnam Capital; and* Peter O. Haeg as the President and Secretary and a director of Farnam Capital (collectively, the "Farnam Group").Raymond Cabillot is a director of the Issuer | |
| (b) | The principal office and place of business for all the Reporting Persons is 3033 Excelsior Boulevard, Suite 560, Minneapolis, MN 55426. | |
| (c) | Farnam Fund was organized in January 1998 as a Minnesota Limited Partnership. Its principal business activities involve investing in equity securities of publicly traded companies, as well as other types of securities. Mr. Cabillot serves as Chief Executive Officer and a director of Farnam Capital, the General Partner of Farnam Street Partners, L.P., a private investment partnership located in Minneapolis, Minnesota. Mr. Peter O. Haeg is President and Secretary of Farnam Capital. | |
| (d) | Farnam Fund was organized in January 1998 as a Minnesota Limited Partnership. Its principal business activities involve investing in equity securities of publicly traded companies, as well as other types of securities. Mr. Cabillot serves as Chief Executive Officer and a director of Farnam Capital, the General Partner of Farnam Street Partners, L.P., a private investment partnership located in Minneapolis, Minnesota. Mr. Peter O. Haeg is President and Secretary of Farnam Capital. | |
| (e) | During the last five years, neither Farnam Fund nor the principals of its General Partner have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have the parties been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting, or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Farnam Fund is a Minnesota limited partnership. Farnam Capital is a Minnesota corporation. Messrs. Cabillot and Haeg are citizens of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. | ||
| Item 4. | Purpose of Transaction | |
All of the shares of the Company owned by the Reporting Person were, at the time of their purchase, acquired for investment purposes in the ordinary course of business. Farnam Capital may from time to time purchase additional shares of the Company's stock or dispose of all or some of the shares. Except as noted in this Schedule 13D, none of the Reporting Persons has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Farnam Fund beneficially owns 327,829 shares of the outstanding Common Stock of the Issuer, representing approximately 9.8% of the Common Stock (based upon 3,259,338 shares outstanding as of October 31, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024). | |
| (b) | Farnam Fund does not share voting and dispositive power with respect to any shares.Mr. Cabillot and Mr. Haeg share voting and dispositive power of the Common Stock beneficially o
wned by Farnam Fund by virtue of each entity's and person's relationship to the other as described in Item 2(a). | |
| (c) | The following transactions have occurred within the past 60 days:Date of Sale Number of Price per NotesShares Share1/10/20251,200$47.76(1)1/13/20253,624$46.66(2)1/14/20251,147$45.18(3)1/15/20251,879$45.18(4)1/16/20251,493$44.24(5)1/17/20252,807$44.40(6)1/17/20254,013$45.18(7)1/21/20254,337$44.71(8)1/21/20252,594$46.06(9)1/22/20251,258$42.02(10)1/22/2025947$43.02(11)1/22/202566$44.501/23/2025835$42.001/24/20251,436$41.44(12)1/27/20258,077$41.62(13)1/28/20255,381$41.64(14)(1) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $47.49 to $48.00.(2) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $46.25 to $47.00.(3) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $44.52 to $46.74.(4) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $45.00 to $45.50.(5) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $44.01 to $44.51.(6) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $44.00 to $44.75.(7) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $45.00 to $45.50.(8) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $44.50 to $45.00.(9) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $46.00 to $46.62.(10) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $41.66 to $42.37.(11) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $43.00 to $43.05.(12) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $41.00 to $41.75.(13) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $41.00 to $42.00.(14) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $41.13 to $42.00.All of the above transactions were made by Farnam Fund in open market transactions. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
With respect to Farnam Fund, Farnam Capital is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.Messrs. Cabillot and Haeg are indemnified by Farnam Fund and Farnam Capital for liabilities they may incur in connection with their respective duties for the Farnam Group.Other than the foregoing agreements and arrangements and the Agreement to file jointly between the members of the Farnam Group (incorporated herein by reference), there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. 1 - Agreement to file jointly (incorporated herein by reference to Exhibit No. 99.1 filed with the Schedule 13D on November 28, 2012). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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