SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FIELDS RANDALL K (Last) (First) (Middle) 3160 PINEBROOK RD (Street) PARK CITY UT 84098 (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. Date of Earliest Transaction (Month/Day/Year) 06/29/2012
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/29/2012	06/30/2012	J(1)		2,522	A	$3.8(1)	3,942,014	D
Common Stock	06/29/2012	06/30/2012	J(2)		16,393	A	$3.8(2)	106,860	I	By Fields Management
Common Stock	07/02/2012	06/30/2012	J(3)		1,456	A	$2.58	3,943,470	D
Common Stock	07/03/2012		J(4)		536	A	$3.95	3,944,006	D
Common Stock	07/03/2012	06/30/2012	J(5)		60,000	A	$1.1(5)	166,860	I	By Fields Management
Common Stock								651,152	I	By Riverview Financial Corp.
Common Stock								30,667	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$10	07/03/2012		J(6)		84		07/03/2012	(7)	Common Stock	280	$3	6,842	D
Series B Convertible Preferred Stock	$10							06/30/2010	(8)	Common Stock	874,065		349,626	I	By Riverview Financial Corp.
Series B Convertible Preferred Stock	$10							06/30/2010	(8)	Common Stock	25,000		10,000	I	By Spouse

Explanation of Responses:

1. 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.

2. 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.

3. 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.

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

5. 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.

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

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

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

	/s/ Randall K. Fields	07/03/2012
	** 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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