PURE CYCLE CORP — Director's Dealing 2011

Jan 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (pcyo)
CIK: 0000276720
Period of Report: 2011-01-11

Reporting Person: Epker Arthur G III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-11	Common Stock	P	1982099	$2.7	Acquired	5982970	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-11	non-statutory stock option	$3.67	A	2500	Acquired	2021-01-11	common stock (2500)	Direct
2011-01-11	Convertible Negotiable Promissory Note Payable	$2.7	P	5200000	Disposed	2012-01-15	Common Stock (1982099)	Indirect

Footnotes

F1: The shares noted in Table I of 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 stockholder, director, officer or employee or PCM has benecial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 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.

The shares noted as acquired in Table I, were issued to PIP pursuant to a $5.2 million Convertible Negotiable Promissory Note (the "Note") issued to PIP on Septmeber 28, 2010. On January 11, 2011, the Issuer's shareholders approved the issuance of 1,982,099 shares of the Issuers common stock upon the conversion of the Note (plus accrued interest).