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: PAR INVESTMENT PARTNERS LP (Director, 10% Owner)
Reporting Person: PAR Group, L.P. (10% Owner)
Reporting Person: PAR CAPITAL MANAGEMENT INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-29	Common Stock	P	930633	$3	Acquired	4000871	Direct
2010-09-29	Common Stock	P	930633	$3	Acquired	4000871	Indirect
2010-09-29	Common Stock	P	930633	$3	Acquired	4000871	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-28	10% Convertible Promissory Note	$2.7	P		Acquired	2012-01-15	Common Stock (1925925)	Direct
2010-09-28	10% Convertible Promissory Note	$2.7	P		Acquired	2012-01-15	Common Stock (1925925)	Indirect
2010-09-28	10% Convertible Promissory Note	$2.7	P		Acquired	2012-01-15	Common Stock (1925925)	Indirect

Footnotes

F1: These securities are held directly by PAR Investment Partners, L.P. ("PIP").

F2: These securities are held directly by PIP. PAR Group, L.P. ("PAR Group") is the general partner of PIP. PAR Group disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PAR Group's general partnership interest in PIP and contingent right to a performance based advisory fee.

F3: These securities are held directly by PIP. PAR Capital Management, Inc. ("PCM") is the general partner of PAR Group which is the general partner of PIP. PCM disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PCM's general partner interest in PAR Group.

F4: The 10% Convertible Promissory Note (the "Note") shall automatically convert in the event of shareholder approve at a special shareholder meeting to be held in January 2011.