PURE CYCLE CORP — Director's Dealing 2006

Sep 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (PCYO)
CIK: 0000276720
Period of Report: 2006-08-31

Reporting Person: Campbell Mark D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-31	Common Stock	J	3000000	—	Acquired	3000000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-31	Non Statutory Stock Options	$8.27	A	5000	Acquired	2016-08-31	Common Stock (5000)	Direct

Footnotes

F1: Shares were acquired by High Plains A&M, LLC in connection with an Asset Purchase Agreement between High Plains A&M, LLC and Pure Cycle Corporation as reported on Form 8-K filed by Pure Cycle Corporation on September 1, 2006. Reporting Person is a member and manager of High Plains A&M, LLC. The Reporting Person has voting authority over these shares but does not have investment control. Reporting Person disclaims beneficial ownership of the shares held by High Plains A&M, LLC except to the extent of his pecuniary interest therein.

F2: This is an electronic filing of a Form 4 that was sent to the Commission by facsimile on September 5, 2006. This was originally sent by facsimile because the Reporting Persons Edgar codes had not been established as of the required filing date.

F3: 1/2 are exercisable at the first anniversary date of the grant (8/31/07) and 1/2 are exercisable at the second anniversary date of the grant (8/31/08).

F4: Granted to the Reporting Person pursuant to the Pure Cycle Corporation 2004 Equity Incentive Plan upon Reporting Person's election to the Pure Cycle Board of Directors.