X0303 4 2011-01-11 0 0000276720 PURE CYCLE CORP pcyo 0001409045 Epker Arthur G III C/O PURE CYCLE CORPORATION 1490 LAFAYETTE STREET DENVER CO 80218 1 0 0 0 Common Stock 2011-01-11 4 P 0 1982099 2.7 A 5982970 I See footnote non-statutory stock option 3.67 2011-01-11 4 A 0 2500 0 A 2012-01-11 2021-01-11 common stock 2500 15000 D Convertible Negotiable Promissory Note Payable 2.7 2011-01-11 4 P 0 5200000 2.7 D 2011-01-11 2012-01-15 Common Stock 1982099 0 I See Footnote The shares noted in Table I of this Form 4 are held directly by PAR Investment Partners, L.P. ("PIP"). PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P., which is the general partner of PIP, has investment discretion and voting control over shares held by PIP. No stockholder, director, officer or employee or PCM has benecial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or any shares held by PIP. The shares held by PIP are part of a portfolio managed by Mr. Epker. As an employee of PCM, Mr. Epker has the authority to trade the securities held by PIP. The shares noted as acquired in Table I, were issued to PIP pursuant to a $5.2 million Convertible Negotiable Promissory Note (the "Note") issued to PIP on Septmeber 28, 2010. On January 11, 2011, the Issuer's shareholders approved the issuance of 1,982,099 shares of the Issuers common stock upon the conversion of the Note (plus accrued interest). Pursuant to a Power of Attorney filed as Exhibit 24 to Form 4 field with the Commission on August 8, 2007 Arthur G Epker, III, by Mark W. Harding as Attorney-in-Fact (see Remarks) 2011-01-13