SEC FORM 5

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.

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

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)
06/30/2016

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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2016		A	396	A	$10.12⁽¹⁾	3,713,224	D
Common Stock	01/15/2016		G	2,485	D	$0	3,713,224	D
Common Stock	01/15/2016		G	13,915	D	$0	3,713,224	D
Series B-1 Preferred Stock	01/25/2016		A4	10,000	A	$0⁽²⁾	70,000⁽³⁾	I	By Fields Management, Inc.
Series B-1 Preferred Stock	04/08/2016		A4	10,000	A	$0⁽²⁾	70,000⁽³⁾	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
Common Stock							205,000	I	By Charitable 2010, LLC
Series B Preferred Stock							531,432	I	By Riverview Financial Corp
Series B Preferred Stock							14,450	I	By Spouse
Series B-1 Preferred Stock							96,158⁽³⁾	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Issuer's 2011 Employee Stock Purchase Plan.

2. 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.

3. Amount includes shares of Series B-1 Preferred issued to the Reporting Person during the year ended June 30, 2016 as payment-in-kind of accrued dividends.

	/s/ Randall K. Fields	07/22/2016
	** 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).
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