Edgar Filing: PARK CITY GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ALLEN ROBERT W

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)

(Last)

(First)

(Middle)

3160 PINEBROOK RD

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2009

(Street)

PARK CITY, UT 84098

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/16/2009		J⁽¹⁾		962	A	$ 2.6	53,962	D
Common Stock	02/16/2009		J⁽¹⁾		1,798	A	$ 1.39	55,760	D
Common Stock	04/14/2009		J⁽²⁾		116,667	A	$ 1.5	172,427	D
Common Stock	07/14/2009		J⁽¹⁾		2,273	A	$ 1.1	174,700	D
Common Stock	07/14/2009		J⁽¹⁾		1,667	A	$ 1.5	176,367	D
Common Stock	11/30/2009		J⁽³⁾		15,000	A	$ 1	191,367	D
Common Stock	12/28/2009		J⁽¹⁾		909	A	$ 2.75	192,276	D
Common Stock	01/22/2010		J⁽¹⁾		755	A	$ 3.31	193,031	D
Common Stock								37,314	I	By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

$ 10

06/03/2009

J⁽⁴⁾

420

06/03/2009

⁽⁵⁾

Common Stock

1,400

$ 3

100,055.66

Series A Convertible Preferred Stock

$ 10

07/17/2009

J⁽⁴⁾

359

07/17/2009

⁽⁵⁾

Common Stock

1,196.67

$ 3

101,252.33

Series A Convertible Preferred Stock

$ 8.22

10/27/2009

J⁽⁴⁾

226

10/27/2009

⁽⁵⁾

Common Stock

753.33

$ 2.47

102,005.66

Series A Convertible Preferred Stock

$ 10

01/14/2010

J⁽⁴⁾

188

01/14/2010

⁽⁵⁾

Common Stock

626.67

$ 3

102,632.33

Series A Convertible Preferred Stock

$ 10

06/03/2009

J⁽⁴⁾

420

06/03/2009

⁽⁵⁾

Common Stock

1,400

$ 3

47,801.66

By Trust (Spouse)

Series A Convertible Preferred Stock

$ 10

07/17/2009

J⁽⁴⁾

359

07/17/2009

⁽⁵⁾

Common Stock

1,196.67

$ 3

48,998.33

By Trust (Spouse)

Series A Convertible Preferred Stock

$ 8.22

10/27/2009

J⁽⁴⁾

226

10/27/2009

⁽⁵⁾

Common Stock

753.33

$ 2.47

49,751.66

By Trust (Spouse)

Series A Convertible Preferred Stock

$ 10

01/14/2010

J⁽⁴⁾

188

01/14/2010

⁽⁵⁾

Common Stock

626.67

$ 3

50,378.33

By Trust (Spouse)

Common Stock Purchase Warrants

$ 4

06/05/2007

05/31/2011

Common Stock

8,928

Common Stock Purchase Warrants

$ 4

06/05/2007

05/31/2011

Common Stock

8,929

By Trust (Spouse)

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALLEN ROBERT W 3160 PINEBROOK RD PARK CITY, UT 84098	X

Signatures

/s/ John R. Merrill, Attorney in Fact		03/11/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents issuance of shares paid in lieu of cash compensation for fees for service on the Company's Board of Directors.
(2)	Shares were issued as consideration for the purchase of a promissory note by Reporting Person.
(3)	Shares were issued as bonus compensation. Issuance represents one-fifth of shares issued. The remaining shares are issued over a four year period.
(4)	Shares were issued in-lieu of cash for dividends payable on Series A Convertible Preferred Stock.
(5)	Preferred Stock remains convertible so long as the shares remain issued and outstanding.
Remarks: Exhibit 24 - Power of Attorney dated 2-17-10 reflecting Reporting Person's conformed signature.

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