PURE CYCLE CORP — Major Shareholding Notification 2010

Feb 12, 2010

SC 13G/A 1 a10-3352_4sc13ga.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. 4)**

*Pure Cycle Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*746228303*

(CUSIP Number)

*December 31, 2009*

Date of Event Which Requires Filing of the 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 disclosures provided in a prior cover page.

The information required on 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 13G Page 2 of 12

| 2. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trigran Investments, Inc. — Check the Appropriate Box
if a Member of a Group | |
| --- | --- | --- |
| | (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 1,923,944 shares of common stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 1,923,944 shares of common stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,923,944 shares of common stock | |
| 10. | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 9.5% as of December 31, 2009 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 8, 2010). | |
| 12. | Type of Reporting Person CO | |

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CUSIP NO. 746228303 13G Page 3 of 12

| 2. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trigran Investments, L.P . — Check the Appropriate Box
if a Member of a Group | |
| --- | --- | --- |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Illinois Limited Partnership | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 1,198,640 shares of common stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 1,198,640 shares of common stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,198,640 shares of common stock | |
| 10. | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 5.9% as of December 31, 2009 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 8, 2010). | |
| 12. | Type of Reporting Person PN | |

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CUSIP NO. 746228303 13G Page 4 of 12

| 2. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Douglas Granat — Check the Appropriate Box
if a Member of a Group | |
| --- | --- | --- |
| | (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 1,923,944 shares of common stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 1,923,944 shares of common stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,923,944 shares of common stock | |
| 10. | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 9.5% as of December 31, 2009 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 8, 2010). | |
| 12. | Type of Reporting Person IN/HC | |

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CUSIP NO. 746228303 13G Page 5 of 12

| 2. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lawrence A. Oberman — Check the Appropriate Box
if a Member of a Group | |
| --- | --- | --- |
| | (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 1,923,944 shares of common stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 1,923,944 shares of common stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,923,944 shares of common stock | |
| 10. | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 9.5% as of December 31, 2009 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 8, 2010). | |
| 12. | Type of Reporting Person IN/HC | |

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CUSIP NO. 746228303 13G Page 6 of 12

| 2. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven G. Simon — Check the Appropriate Box
if a Member of a Group | |
| --- | --- | --- |
| | (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 1,923,944 shares of common stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 1,923,944 shares of common stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,923,944 shares of common stock | |
| 10. | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 9.5% as of December 31, 2009 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 8, 2010). | |
| 12. | Type of Reporting Person IN/HC | |

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CUSIP NO. 746228303 13G Page 7 of 12

| Item
1(a) — Item 1(b) | | Name of Issuer: Pure Cycle Corporation — Address of Issuer’s
Principal Executive Offices: 8451 Delaware Street Thornton, CO 80260 | |
| --- | --- | --- | --- |
| Item
2(a) | | Name of Person Filing | |
| Item 2(b) | | Address of Principal
Business Office | |
| Item 2(c) | | Citizenship Trigran
Investments, Inc. 630 Dundee Road,
Suite 230 Northbrook, IL
60062 Illinois company Trigran
Investments, L.P. 630 Dundee Road,
Suite 230 Northbrook, IL 60062 Illinois limited
partnership 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 | |
| 2(d) | | Title of Class of
Securities: Common Stock, par value 1/3 of $.01 per share | |
| 2(e) | | CUSIP Number: 746228303 | |
| Item 3 | If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | | |
| | (a) | o | Broker or dealer
registered under Section 15 of the Exchange Act; |
| | (b) | o | Bank as defined in Section
3(a)(6) of the Exchange Act; |
| | (c) | o | Insurance company as
defined in Section 3(a)(19) of the Exchange Act; |
| | (d) | o | Investment company registered
under Section 8 of the Investment Company Act; |

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CUSIP NO. 746228303 13G Page 8 of 12

| (e) | o | An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E); |
| --- | --- | --- |
| (f) | o | An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (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; |
| (j) | o | A non-U.S. institution in
accordance with Rule 13d—1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 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*

| Item 4 — (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 such 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. |

(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.

Item 5
Not
Applicable.

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CUSIP NO. 746228303 13G Page 9 of 12

| 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: |
| Not
Applicable. | |
| Item 8 | Identification and Classification
of Members of the Group: |
| Not
Applicable. | |
| Item 9 | Notice of Dissolution of Group: |
| Not
Applicable. | |
| Item 10 | Certification: |
| 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. | |

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CUSIP NO. 746228303 13G Page 10 of 12

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

Dated this 12th day of February, 2010

TRIGRAN INVESTMENTS, INC.
By:	/s/
Lawrence A. Oberman
Name:	Lawrence
A. Oberman
Title:	Executive
Vice President and Director
TRIGRAN
INVESTMENTS, L.P.
By:	/s/
Lawrence A. Oberman
Name:	Lawrence
A. Oberman
Title:	Executive Vice President and Director of Trigran
Investments, Inc., the General Partner of Trigran Investments, L.P.
/s/
Douglas Granat
Douglas
Granat
/s/
Lawrence A. Oberman
Lawrence
A. Oberman
/s/
Steven G. Simon
Steven
G. Simon

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CUSIP NO. 746228303 13G Page 11 of 12

INDEX TO EXHIBITS	PAGE
EXHIBIT 1: Agreement to Make a
Joint Filing	12

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