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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

3/1/2022
(Street)

GARDNER, MA 01440
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/2/2022  M  30000 A$1.20 363620 D  
Common Stock 3/2/2022  F  16000 (1)D$2.25 347620 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $1.20 3/1/2022  G     120000  7/1/2014 3/2/2022 Common Stock 120000  (2)530000 D  
Stock Option (Right to Buy) $1.20 3/2/2022  M     30000  7/1/2014 3/2/2022 Common Stock 30000  (2)500000 D  
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Forkey Joseph Norman
PRECISION OPTICS CORPORATION, INC.
22 EAST BROADWAY
GARDNER, MA 01440		X
Chief Executive Officer
Signatures
/s/ Joseph Forkey3/3/2022
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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