PURE CYCLE CORP — Director's Dealing 2014

Apr 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (PCYO)
CIK: 0000276720
Period of Report: 2014-04-16

Reporting Person: Epker Arthur G III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-16	Common Stock	S	20039	$5.19	Disposed	5982970	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.02 to $5.35. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: 5,982,970 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. The remaining shares noted in Table I of this Form 4 were held by Mr. Epker directly through an investment account over which Mr. Epker did not have investment discretion or control, which account has been closed. Mr. Epker is a portfolio manager employed by PCM and disclaims beneficial ownership of the shares held directly by PAR, except to the extent of his pecuniary interest, if any, therein by virtue of his equity ownership interest in PIP.