PURE CYCLE CORP — Director's Dealing 2010

Sep 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (pcyo)
CIK: 0000276720
Period of Report: 2010-09-28

Reporting Person: Epker Arthur G III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-30	Common stock	P	930633	$3	Acquired	4000871	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-28	Convertible Negotiable Promissory Note (common stock)	$2.7	P		Acquired	2012-01-15	Common stock (1925925)	Indirect

Footnotes

F1: All the shares noted in this Form 4 are held directly by PAR Investment Partners L.P. ("PIP"). PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P., which is the general partner of PIP, has investment discretion and voting control over shares held by PIP. No shareholder, director, officer or employee of PCM has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of any shares held by PIP. The shares held by PIP are part of a portfolio managed by Mr. Epker. As an employee of PCM, Mr. Epker has the authority to trade the securities held by PIP.

F2: The Issuer issued PIP a $5.2 million Convertible Negotiable Promissory Note (the "Note") on September 28, 2010. The terms of the Note are described in a Form 8-K filed with the Commission on September 29, 2010. Upon approval by the Issuer's shareholders, which the Issuer plans to seek at its January 2011 annual meeting of shareholders, the Note, plus interest, will convert to unregistered common stock of the Issuer at a conversion price of $2.70 per share. The 1,925,925 noted in this Form 4 does not include the conversion of the interest which will be determined at the date of conversion, if so approved by the Issuer's shareholders. If the Issuer's shareholders do not approve the conversion to common stock, the Note will mature on January 15, 2012.