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)

3160 PINEBROOK RD

(Street)

PARK CITY

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

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2011

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	06/07/2011		X		8,928	A	$4	219,778	D
Common Stock	06/29/2011		J⁽¹⁾		455	A	$5.5	220,233	D
Common Stock	06/07/2011		X		8,929	A	$4	46,243	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	$10	04/19/2011		J⁽²⁾		195		10/08/2010	⁽³⁾	Common Stock	650	$3	16,078	D
Series A Convertible Preferred Stock	$10	04/19/2011		J⁽²⁾		195		10/08/2010	⁽³⁾	Common Stock	650	$3	16,079	I	By Trust (Spouse)
Common Stock Purchase Warrants	$4	06/07/2011		X			8,928	06/05/2007	05/31/2011	Common Stock	8,928	$0.00	0	D
Common Stock Purchase Warrants	$4	06/07/2011		X			8,929	06/05/2007	05/31/2011	Common Stock	8,929	$0.00	0	I	By Trust (Spouse)
Series B Convertible Preferred Stock	$10							06/30/2011	⁽⁴⁾	Common Stock	130,753		52,301	D

Explanation of Responses:

1. Shares issued in lieu of cash compensation for fees for services on the Company's Board of Directors.

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

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

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

	/s/ Robert W. Allen	06/29/2011
	** 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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