SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

ALLEN ROBERT W

(Last)

(First)

(Middle)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	03/22/2013		C		60,654	A⁽¹⁾	$3	454,775	D
Common Stock	03/22/2013		C		60,657	A⁽¹⁾	$3	106,900	I	Trust (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)	Code	V	(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)
Series A Convertible Preferred Stock	$3⁽²⁾	03/22/2013		C			18,196⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	60,654	⁽¹⁾	0	D
Series A Convertible Preferred Stock	$3⁽²⁾	03/22/2013		C			18,197⁽⁶⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	60,657	⁽¹⁾	0	I	Trust (By Spouse)
Series B Convertible Preferred Stock	$10							⁽⁷⁾	⁽⁸⁾	Common Stock	130,753		52,301	D
Warrant	$3.6							03/14/2013	03/14/2018	Common Stock	45,833		45,833	D

Explanation of Responses:

1. The Reporting Person disposed of shares of Series A Convertible Preferred Stock, held both directly and indirectly ("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").

2. 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.

3. Includes 437 shares of Series A Preferred issued directly to the Reporting Person as consideration for accumulated Series A Preferred dividends as of March 22, 2013.

4. The Series A Preferred are exercisable upon issuance.

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

6. Includes 437 shares of Series A Preferred issued indirectly to the Reporting Person as consideration for accumulated Series A Preferred dividends as of March 22, 2013.

7. The Series B Convertible Preferred Stock ("Series B Preferred") are exercisable upon issuance.

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

	/s/ Robert Allen	04/03/2013
	** 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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