PURE CYCLE CORP — Major Shareholding Notification 2009

Feb 13, 2009

SC 13G/A 1 a09-4896_1sc13ga.htm SC 13G/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*(Rule 13d-102)*

*Information Statement Pursuant to Rules 13d-1*

*Under the Securities Exchange Act of 1934 (Amendment No. 2)**

*Pure Cycle Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*746228303*

(CUSIP Number)

*December 31, 2008*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 746228303 — 1.	Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person Trigran Investments, Inc.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Illinois company
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,306,108 shares of common stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,306,108 shares of common stock
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,306,108 shares of common stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) Approximately 6.5% as of December 31, 2008 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2009).
12.	Type of Reporting Person
(See Instructions) CO

2

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CUSIP No. 746228303 — 1.	Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person Douglas Granat
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,306,108 shares of common stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,306,108 shares of common stock
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,306,108 shares of common stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) Approximately 6.5% as of December 31, 2008 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2009).
12.	Type of Reporting Person
(See Instructions) IN/HC

3

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CUSIP No. 746228303 — 1.	Names of Reporting Persons S.S. or I.R.S. Identification Nno. of Above Person Lawrence A. Oberman
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,306,108 shares of common stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,306,108 shares of common stock
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,306,108 shares of common stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) Approximately 6.5% as of December 31, 2008 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2009).
12.	Type of Reporting Person
(See Instructions) IN/HC

4

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CUSIP No. 746228303 — 1.	Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person Steven G. Simon
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,306,108 shares of common stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,306,108 shares of common stock
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,306,108 shares of common stock
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) Approximately 6.5% as of December 31, 2008 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2009).
12.	Type of Reporting Person
(See Instructions) IN/HC

5

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CUSIP No. 746228303
Item 1.
	(a)	Name of Issuer Pure Cycle Corporation
	(b)	Address of Issuer’s Principal
Executive Offices 8451 Delaware Street Thornton, CO 80260
Item 2.
	(a)	Name of Person Filing
	(b)	Address of Principal
Business Office or, if none, Residence
	(c)	Citizenship Trigran Investments, Inc. 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois company Douglas Granat 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Lawrence A. Oberman 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Steven G. Simon 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen
	(d)	Title of Class of
Securities Common Stock, par value 1/3 of $.01 per share
	(e)	CUSIP Number 746228303
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in
accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with
§ 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____

If this statement is filed pursuant to Rule 13d-1(c), check this box x

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Item 4.	Ownership:(1)
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned: Incorporated by reference
to Item 9 of the cover page pertaining to each reporting person.
	(b)	Percent of class: Incorporated by reference
to Item 11 of the cover page pertaining to each reporting person.
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote Incorporated by reference
to Item 5 of the cover page pertaining to each reporting person.
		(ii)	Shared power to vote or to
direct the vote Incorporated by reference
to Item 6 of the cover page pertaining to each reporting person.
		(iii)	Sole power to dispose or
to direct the disposition of Incorporated by reference
to Item 7 of the cover page pertaining to each reporting person.
		(iv)	Shared power to dispose or
to direct the disposition of Incorporated by reference
to Item 8 of the cover page pertaining to each reporting person.
Item 5.	Ownership of Five Percent or Less
of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Not Applicable.
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person
Not Applicable.
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
Not Applicable.
Item 8.	Identification and Classification
of Members of the Group
Not Applicable.
Item 9.	Notice of Dissolution of Group
Not Applicable.

(1) Douglas Granat, Lawrence A. Oberman and Steven G. Simon are the controlling shareholders and sole directors of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments Inc.

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| Item 10. |
| --- |
| By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect. |

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 13th day of February, 2009

TRIGRAN INVESTMENTS, INC.
By:	/s/
Lawrence A. Oberman
Name:	Lawrence
A. Oberman
Its:	Executive
Vice President
/s/
Lawrence A. Oberman
Lawrence
A. Oberman
/s/
Douglas Granat
Douglas
Granat
/s/
Steven G. Simon
Steven
G. Simon

Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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CUSIP No. 746228303

INDEX TO EXHIBITS	PAGE
EXHIBIT
1: Agreement to Make a Joint Filing	1

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