PURE CYCLE CORP — Director's Dealing 2005

Feb 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (PCYO)
CIK: 0000276720
Period of Report: 2004-08-31

Reporting Person: APEX INVESTMENT FUND II LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-31	Common Stock	X	850620	$1.8	Acquired	997902	Direct
2004-08-31	Common Stock	S	188795	$8.11	Disposed	809107	Direct
2004-08-31	Common Stock	C	226666	—	Acquired	1035773	Direct
2005-02-02	Common Stock	S	50000	$7.55	Disposed	985773	Direct
2005-02-03	Common Stock	S	14700	$7.36	Disposed	971073	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-31	Common Stock Purchase Warrant	$1.8	X	850620	Disposed	2007-08-30	Common Stock (850620)	Direct
2004-08-31	Series A-1 Preferred Stock	$	C	40800	Disposed		Common Stock (226666)	Direct

Footnotes

F1: The warrants were exercised pursuant to a net exercise provision in the warrant agreement under which the issuer withheld 188,795 shares in payment of the exercise price.

F2: 40,800 shares of Series A-1 Preferred Stock were converted into 226,666 shares of Common Stock. No consideration was paid on conversion.