ReposiTrak, Inc. — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARK CITY GROUP INC (PCYG)
CIK: 0000050471
Period of Report: 2012-06-29

Reporting Person: FIELDS RANDALL K (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock	J	2522	$3.80	Acquired	3942014	Direct
2012-06-29	Common Stock	J	16393	$3.80	Acquired	106860	Indirect
2012-07-02	Common Stock	J	1456	$2.58	Acquired	3943470	Direct
2012-07-03	Common Stock	J	536	$3.95	Acquired	3944006	Direct
2012-07-03	Common Stock	J	60000	$1.10	Acquired	166860	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-03	Series A Convertible Preferred Stock	$10.00	J	84	Acquired		Common Stock (280)	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 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.

F3: 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.

F4: Shares issued in lieu of cash compensation in connection with paid time off payout.

F5: 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.

F6: Shares were issued in lieu of cash dividends payable on Series A Convertible Preferred Stock.

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

F8: Series B Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.