PAR TECHNOLOGY CORP — Director's Dealing 2011

Mar 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PAR TECHNOLOGY CORP (PTC)
CIK: 0000708821
Period of Report: 2011-03-29

Reporting Person: PRESCOTT GROUP CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: FROHLICH PHIL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-29	Common Stock	S	250000	$4.57	Disposed	1266634	Indirect

Footnotes

F1: The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital, is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the shares of common stock of Par Technology Corporation (the "Common Stock") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. or Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Phil Frohlich disclaim such beneficial ownership.

F2: Prescott Capital holds indirectly 1,266,634 shares of Common Stock of Par Technology Corporation through the account of the Master Fund, of which the Prescott Capital is the Investment Manager. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds, of which Prescott Capital is the Investment Manager. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the shares held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.