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: CLARK THOMAS P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-31	Common stock	S	306279	—	Disposed	2140206	Direct

Footnotes

F1: Effective 8.31.04, the Company entered into a Settlement Agreement with LCH (see the Company's Annual Report of Form 10KSB for the year ended 8.31.04). Under the Settlement Agreement, LCH, the Company and Mr. Clark, the Company's former CEO, reached agreement on the satisfaction of the Company's obligations (i) to repay $950,000 principal amount of promissory notes and $1,557,110 of accrued interest and (ii) to pay $4.0 million of contingent obligations to LCH. In the Settlement Agreement (i) the Company made a $950,000 cash payment and (ii) Mr. Clark surrendered 306,279 shares of common stock to LCH which had been pledged as collateral to secure payment of the notes. In response to a claim made by Mr. Clark, the Company will issue Mr. Clark 300,000 shares of restricted common stock and pay him $50,555 in cash.