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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001144204-12-065360 0001058465 XXXXXXXX LIVE 13 Common Stock, no par value 03/25/2025 false 0000788920 74265M205 PRO DEX INC 2361 MCGAW AVENUE 2361 MCGAW AVENUE IRVINE MN 92614 Ray Cabillot 612-353-6707 3033 Excelsior Blvd. Suite 560 Minneapolis MN 55426 0001058465 N FARNAM STREET PARTNERS LP /MN a OO N MN 0.00 279787.00 0.00 279787.00 279787.00 N 8.6 PN The percentage in line 13 is calculated based upon 3,261,043 shares of the issuers Common Stock reported to be outstanding as of January 28, 2025. Y FARNAM STREET CAPITAL, INC. a OO N MN 0.00 279787.00 0.00 279787.00 279787.00 N 8.6 PN The percentage in line 13 is calculated based upon 3,261,043 shares of the issuers Common Stock reported to be outstanding as of January 28, 2025. 0001361476 N CABILLOT RAYMOND E a OO N X1 6000.00 279787.00 6000.00 279787.00 285787.00 N 8.8 IN The percentage in line 13 is calculated based upon 3,261,043 shares of the issuers Common Stock reported to be outstanding as of January 28, 2025. 0001740585 N Haeg Peter O. a OO N X1 0.00 279787.00 0.00 279787.00 279787.00 N 8.6 IN The percentage in line 13 is calculated based upon 3,261,043 shares of the issuers Common Stock reported to be outstanding as of January 28, 2025. Common Stock, no par value PRO DEX INC 2361 MCGAW AVENUE 2361 MCGAW AVENUE IRVINE MN 92614 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. 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. The principal office and place of business for all the Reporting Persons is 3033 Excelsior Boulevard, Suite 560, Minneapolis, MN 55426. 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. 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. 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. 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. Not applicable. All of the shares of the Company owned by the Farnam Fund 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. Mr. Cabillot, individually, beneficially owns the 6,000 shares of Common Stock issuable upon the exercise of options that are exercisable as of the date of this Schedule 13D/A; these stock options were granted to Mr. Cabillot for his service on the Board of Directors of the Issuer. Such persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Farnam Fund beneficially owns 279,787 shares of the outstanding Common Stock of the Issuer, representing approximately 8.57% of the Common Stock (based upon 3,261,043 shares outstanding as of January 28, 2024, as reported in the Issuer's Form 10-Q for the quarter ended December 31, 2024). Mr. Cabillot, individually, beneficially owns the 6,000 shares of Common Stock issuable upon the exercise of options that are exercisable as of the date of this Schedule 13D/A; these stock options were granted to Mr. Cabillot for his service on the Board of Directors of the Issuer. 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 owned by Farnam Fund by virtue of each entity's and person's relationship to the other as described in Item 2(a). Mr. Cabillot has sole voting and dispositive power of the 6,000 shares of Common Stock issuable upon the exercise of options that are exercisable as of the date of this Schedule 13D/A. The following transactions have occurred since the filing of Amendment 12 to this Schedule 13D on January 29, 2025: Date of Sale Number of Price per Notes Shares Share 1/30/2025 1,100 $45.01 (1) 3/10/2025 7,674 $45.00 3/11/2025 5,132 $45.06 (2) 3/14/2025 5,151 $50.00 3/19/2025 1,000 $50.00 3/20/2025 1,001 $50.00 3/24/2025 2,784 $50.00 (3) 3/25/2025 12,475 $50.25 (4) 3/25/2025 452 $51.08 (5) 3/26/2025 3,096 $50.13 (6) (1) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $45.00 to $45.05. (2) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $45.00 to $45.25. (3) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $50.00 to $50.05. (4) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $50.00 to $51.00. (5) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $51.04 to $51.23. (6) Represents a weighted average price. Shares were sold in multiple transactions at prices ranging from $50.00 to $50.75. All of the above transactions were made by Farnam Fund in open market transactions. 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. 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). FARNAM STREET PARTNERS LP /MN Farnam Street Capital, Inc. General Partner 03/27/2025 FARNAM STREET CAPITAL, INC. Raymond E. Cabillot Chief Executive Officer 03/27/2025 CABILLOT RAYMOND E Raymond E. Cabillot Reporting Person 03/27/2025 Haeg Peter O. Peter O. Haeg Reporting Person 03/27/2025