Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Van Kirk Richard Lee Jr
 2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2013		 3. Issuer Name and Ticker or Trading Symbol
PRO DEX INC [PDEX]
(Last)
(First)
(Middle)
34 DEER CREEK		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92604		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy)   (2) 01/06/2016 Common Stock 8,334 $ 7.65 D  
Employee Stock Options (Right to Buy)   (3) 05/18/2017 Common Stock 3,334 $ 4.38 D  
Employee Stock Options (Right to Buy)   (4) 10/07/2020 Common Stock 20,000 $ 1.97 D  
Employee Stock Options (Right to Buy)   (5) 09/12/2021 Common Stock 25,000 $ 1.8 D  
Employee Stock Options (Right to Buy)   (6) 09/11/2022 Common Stock 5,000 $ 1.73 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Van Kirk Richard Lee Jr
34 DEER CREEK
IRVINE, CA 92604		       Chief Operating Officer  

Signatures

/s/ Richard L. Van Kirk 04/26/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Restricted stock subject to annual vesting. The first installment of 1,667 shares will vest on September 11, 2013; the second installment of 1,666 shares will vest on September 11, 2014; and the third and final installment of 1,667 shares will vest on September 11, 2015.
(2) The option vested in equal quarterly installments of 521 shares over a four year period, with the first installment vesting on April 6, 2006, and the last installment vesting on January 6, 2010.
(3) The option vested in alternating quarterly installments of 208 and 209 shares over a four year period, with the first installment vesting on August 18, 2007, and the last installment vesting on May 18, 2011.
(4) The option vests in alternating monthly installments of 556 and 555 shares over a three year period, with the first installment vesting on November 7, 2010, and the last installment vesting on October 7, 2013.
(5) The option vests in alternating monthly installments of 694 and 695 shares over a three year period, with the first installment vesting on October 12, 2011, and the last installment vesting on September 12, 2014.
(6) The option vests in three annual installments. The first installment of 1,667 shares will vest on September 11, 2013; the second installment of 1,666 shares will vest on September 11, 2014; and the third and final installment of 1,667 shares will vest on September 11, 2015.

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