0001104659-11-006725.txt : 20110211 0001104659-11-006725.hdr.sgml : 20110211 20110211120245 ACCESSION NUMBER: 0001104659-11-006725 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: DOUGLAS GRANAT GROUP MEMBERS: LAWRENCE A. OBERMAN GROUP MEMBERS: STEVEN G. SIMON GROUP MEMBERS: TRIGRAN INVESTMENTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURE CYCLE CORP CENTRAL INDEX KEY: 0000276720 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 840705083 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36739 FILM NUMBER: 11596200 BUSINESS ADDRESS: STREET 1: 500 E 8TH AVE CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3032923456 MAIL ADDRESS: STREET 1: 500 E 8TH AVE CITY: DENVER STATE: CO ZIP: 80203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trigran Investments, Inc. CENTRAL INDEX KEY: 0001336800 IRS NUMBER: 363825728 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 630 DUNDEE ROAD STREET 2: SUITE 230 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8476561640 MAIL ADDRESS: STREET 1: 630 DUNDEE ROAD STREET 2: SUITE 230 CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G/A 1 a11-5675_1sc13ga.htm SC 13G/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Pure Cycle Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

746228303

(CUSIP Number)

December 31, 2010

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 746228303						13G	Page 2 of 12

	1.	Name of Reporting Person S.S. OR I.R.S. Identification No. Of Above Person Trigran Investments, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illinois company

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 2,063,624 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 2,063,624 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,063,624 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 9.4% as of December 31, 2010 (based on 22,055,497 shares of common stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated January 7, 2011).

	12.	Type of Reporting Person CO

CUSIP No. 746228303						13G	Page 3 of 12

	1.	Name of Reporting Person S.S. OR I.R.S. Identification No. Of Above Person Trigran Investments, L.P .

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illinois Limited Partnership

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 1,287,702 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,287,702 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,287,702 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 5.8% as of December 31, 2010 (based on 22,055,497 shares of common stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated January 7, 2011).

	12.	Type of Reporting Person PN

CUSIP No. 746228303						13G	Page 4 of 12

	1.	Name of Reporting Person S.S. OR I.R.S. Identification No. Of Above Person Douglas Granat

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 2,063,624 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 2,063,624 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,063,624 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 9.4% as of December 31, 2010 (based on 22,055,497 shares of common stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated January 7, 2011).

	12.	Type of Reporting Person IN/HC

CUSIP No. 746228303						13G	Page 5 of 12

	1.	Name of Reporting Person S.S. OR I.R.S. Identification No. Of Above Person Lawrence A. Oberman

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 2,063,624 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 2,063,624 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,063,624 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 9.4% as of December 31, 2010 (based on 22,055,497 shares of common stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated January 7, 2011).

	12.	Type of Reporting Person IN/HC

CUSIP No. 746228303						13G	Page 6 of 12

	1.	Name of Reporting Person S.S. OR I.R.S. Identification No. Of Above Person Steven G. Simon

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 2,063,624 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 2,063,624 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,063,624 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 9.4% as of December 31, 2010 (based on 22,055,497 shares of common stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated January 7, 2011).

	12.	Type of Reporting Person IN/HC

CUSIP No. 746228303

13G

Page 7 of 12

Item 1(a)		Name of Issuer: Pure Cycle Corporation
Item 1(b)		Address of Issuer’s Principal Executive Offices: 1490 Lafayette Street, Suite 203 Denver, CO 80218

Item 2(a)		Name of Person Filing
Item 2(b)		Address of Principal Business Office
Item 2(c)		Citizenship Trigran Investments, Inc. 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois company Trigran Investments, L.P. 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois limited partnership Douglas Granat 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Lawrence A. Oberman 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Steven G. Simon 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen
2(d)		Title of Class of Securities: Common Stock, par value 1/3 of $.01 per share
2(e)		CUSIP Number: 746228303

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Exchange Act;
	(b)	o	Bank as defined in section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under section 8 of the Investment Company Act;

CUSIP No. 746228303

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Page 8 of 12

		(e)		o		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
		(f)		o		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
		(g)		o		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
		(h)		o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
		(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
		(j)		o		A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J);
		(k)		o		Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
	If this statement is filed pursuant to Rule 13d-1(c), check this box. x

Item 4			Ownership:(1)
			(a)		Amount beneficially owned: Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
			(b)		Percent of class: Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
			(c)		Number of shares as to which such person has:
					(i)		Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
					(ii)		Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
					(iii)		Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
					(iv)		Shared power to dispose or to direct the disposition of : Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

(1) Douglas Granat, Lawrence A. Oberman and Steven G. Simon are the controlling shareholders and sole directors of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc.

Item 5	Ownership of Five Percent or Less of a Class:
		Not Applicable.

CUSIP No. 746228303

13G

Page 9 of 12

Item 6	Ownership of More than Five Percent on Behalf of Another Person:
		Not Applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
		Not Applicable.

Item 8	Identification and Classification of Members of the Group:
		Not Applicable.

Item 9	Notice of Dissolution of Group:
		Not Applicable.

Item 10	Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 746228303

13G

Page 10 of 12

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 11th day of February, 2011

TRIGRAN INVESTMENTS, INC.

By:	/s/ Lawrence A. Oberman
Name:			Lawrence A. Oberman
Title:			Executive Vice President and Director

TRIGRAN INVESTMENTS, L.P.

By:	/s/ Lawrence A. Oberman
Name:			Lawrence A. Oberman
Title:		Executive Vice President and
			Director of Trigran Investments, Inc., the General Partner of Trigran Investments, L.P.


/s/ Douglas Granat
Douglas Granat

/s/ Lawrence A. Oberman
Lawrence A. Oberman

/s/ Steven G. Simon
Steven G. Simon

CUSIP No. 746228303

13G

Page 11 of 12

INDEX TO EXHIBITS		PAGE

EXHIBIT 1: Agreement to Make a Joint Filing		12

EX-1 2 a11-5675_1ex1.htm EX-1

Exhibit 1

CUSIP No. 746228303

13G

Page 12 of 12

EXHIBIT 1 TO SCHEDULE 13G

FEBRUARY 11, 2011

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, TRIGRAN INVESTMENTS, INC., TRIGRAN INVESTMENTS, L.P., DOUGLAS GRANAT, LAWRENCE A. OBERMAN and STEVEN G. SIMON each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

TRIGRAN INVESTMENTS, INC.

By:	/s/ Lawrence A. Oberman
	Name: Lawrence A. Oberman
	Title: Executive Vice President and Director

TRIGRAN INVESTMENTS, L.P.

By:	/s/ Lawrence A. Oberman
	Name: Lawrence A. Oberman
	Title: Executive Vice President and
	Director of Trigran Investments, Inc., the General Partner of Trigran Investments, L.P.

DOUGLAS GRANAT

/s/Douglas Granat


LAWRENCE A. OBERMAN

/s/ Lawrence A. Oberman


STEVEN G. SIMON

/s/ Steven G. Simon