ReposiTrak, Inc. — Director's Dealing 2013

Apr 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARK CITY GROUP INC (PCYG)
CIK: 0000050471
Period of Report: 2013-04-02

Reporting Person: FIELDS RANDALL K (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-02	Common Stock	C	24257	$3	Acquired	3990549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-02	Series A Convertible Preferred Stock	$3	C	7277	Disposed		Common Stock (24257)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$10		Common Stock (874065)	349626	Indirect
Series B Convertible Preferred Stock	$10		Common Stock (25000)	10000	Indirect
Warrant	$3.60	2018-03-14	Common Stock (6875)	6875	Direct

Footnotes

F1: The Reporting Person disposed of shares of Series A Convertible Preferred Stock ("Series A Preferred") as reported in Table II, and acquired shares of Common Stock reported in Table I pursuant to conversion rights under the Certificate of Designation of the Relative Rights, Powers and Preference of the Series A Preferred (the "Certificate of Designation").

F2: Each share of Series A Preferred is convertible in that number of shares of Issuer's Common Stock determined by dividing the Series A Original Issue Price, as defined in the Certificate of Designation as $10.00 per Share, by $3.00.

F3: Includes 175 shares of Series A Preferred issued to the Reporting Person as consideration for accumulated Series A Preferred dividends as of April 2, 2013.

F4: The Series A Preferred are exercisable upon issuance.

F5: The Series A Preferred remains convertible so long as the shares remain issued and outstanding.

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