ReposiTrak, Inc. — Director's Dealing 2011

Jul 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARK CITY GROUP INC (PCYG)
CIK: 0000050471
Period of Report: 2011-06-30

Reporting Person: FIELDS RANDALL K (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock	J	2521	$3.80	Acquired	3949666	Direct
2011-07-05	Common Stock	J	541	$4.04	Acquired	3950207	Direct
2011-06-30	Common Stock	J	16394	$3.80	Acquired	30467	Indirect
2011-06-30	Common Stock	J	60000	$1.10	Acquired	90467	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-05	Series A Convertible Preferred Stock	$10.00	J	80	Acquired		Common Stock (267)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	651152	Indirect
Common Stock	30667	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$10.00		Common Stock (874065)	349626	Indirect
Series B Convertible Preferred Stock	$10.00		Common Stock (25000)	10000	Indirect

Footnotes

F1: Shares were issued in lieu of cash compensation for bonus payable pursuant to Mr. Field's Employment Agreement, by and between the Company and Mr. Fields. Shares represent one-eighth of total grant, which grant vests ratably over eight years beginning June 30, 2010. Price of shares represents fair market value of shares on the date of original issuance, or June 30, 2010.

F2: Shares were issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Company's Employee Stock Purchase Plan.

F3: Shares were issued in lieu of cash compensation for bonus payable pursuant to Fields Management's Services Agreement, by and between the Company and Fields Management. Shares represent one-eighth of total grant, which grant vests ratably over eight years beginning June 30, 2010. Price of shares represents fair market value of shares on the date of original issuance, or June 30, 2010.

F4: Shares represent one-tenth of total grant, which grant vests ratably over a ten year period beginning July 1, 2009, pursuant to the terms of the Services Agreement, by and between the Company and Fields Management. Price of shares represents fair market value of shares on the date of original issuance, or July 1, 2009.

F5: Shares were issued in lieu of cash dividends payable on Series A Convertible Preferred Stock.

F6: Series A Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding

F7: Series B Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.