SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
FIELDS RANDALL K
(Last) (First) (Middle)
C/O PARK CITY GROUP, INC.
299 SOUTH MAIN STREET, SUITE 2370
(Street)
SALT LAKE CITY UT 84111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PARK CITY GROUP INC [ PCYG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2014 G 105,000 D $0(1) 3,729,228 D
Common Stock 12/31/2014 A 496(2) A $7.67 3,729,228 D
Common Stock 01/12/2015 G 3,121 D $0 3,729,228 D
Common Stock 01/12/2015 G 15,835 D $0 3,729,228 D
Common Stock 04/02/2015 G 100,000 D $0(1) 3,729,228 D
Common Stock 06/30/2015 A 512(2) A $7.62 3,729,228 D
Common Stock 12/31/2014 G 105,000 A $0(1) 205,000 I By Charitable 2010, LLC
Common Stock 04/02/2015 G 100,000 A $0(1) 205,000 I By Charitable 2010, LLC
Series B Preferred Stock 02/05/2015 J4(3) 750 D $10 14,450 I By Spouse
Series B-1 Preferred Stock 05/12/2015 A4 30,000 A $0(4) 30,000 I By Fields Management, Inc.
Common Stock 650,693 I By Riverview Financial Corp.
Common Stock 30,667 I By Spouse
Common Stock 1,289,230 I By Fields Management
Series B Preferred Stock 531,432 I By Riverview Financial Corp
Series B-1 Preferred Stock 38,055 I By Riverview Financial Corp
Series B-1 Preferred Stock 657 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $3.6 03/14/2013 03/14/2018 Common Stock 6,875 6,875 D
Warrant $10 01/26/2015 01/26/2020 Common Stock 3,165 3,165 D
Warrants $4 02/05/2015 02/05/2020 Common Stock 914,065 914,065 I By Riverview Financial Corp
Warrants $4 02/05/2015 02/05/2020 Common Stock 40,250 40,250 I By Spouse
Explanation of Responses:
1. Shares gifted by the Reporting Person to Charitable 2010, LLC. The Reporting Person is a member of Charitable 2010, LLC and retain investment control over the gifted shares.
2. Shares issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Issuer's 2011 Employee Stock Purchase Plan.
3. The reported shares of Series B Preferred Stock were redeemed by the Issuer, pursuant to the terms and conditions of the Second Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Issuer's Series B Preferred Stock.
4. Shares issued as payment of a bonus granted to Fields Management, Inc., a management company wholly-owned by the Reporting Person ("FMI"), by the Compensation Committee of the Issuer's Board of Directors, pursuant to the Employment Agreement by and between the Issuer and FMI, dated June 30, 2013, pursuant to which the Reporting Person serves as the Issuer's Chief Executive Officer.
/s/ Randall K. Fields 09/01/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.