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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
Information
Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 746228303
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1.
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Names of Reporting Persons
Trigran Investments, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Illinois Company
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,162,231 shares of common stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,162,231 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,162,231 shares of common stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 5.75% as of December 31, 2007 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2008).
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12.
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Type of Reporting Person
(See Instructions)
CO
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2
CUSIP No. 746228303
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1.
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Names of Reporting Persons
Douglas Granat
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,162,231 shares of common stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,162,231 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,162,231 shares of common stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 5.75% as of December 31, 2007 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2008).
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12.
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Type of Reporting Person
(See Instructions)
IN/HC
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3
CUSIP No. 746228303
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1.
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Names of Reporting Persons
Lawrence A. Oberman
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,162,231 shares of common stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,162,231 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,162,231 shares of common stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 5.75% as of December 31, 2007 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2008).
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12.
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Type of Reporting Person
(See Instructions)
IN/HC
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4
CUSIP No. 746228303
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1.
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Names of Reporting Persons
Steven G. Simon
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,162,231 shares of common stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,162,231 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,162,231 shares of common stock
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 5.75% as of December 31, 2007 (based on 20,206,566 shares of
common stock issued and outstanding per Pure Cycle Corporation Form 10-Q
dated January 9, 2008).
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12.
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Type of Reporting Person
(See Instructions)
IN/HC
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5
Item 1(a) Name of Issuer:
Pure Cycle Corporation
Item 1(b) Address of Issuers Principal
Executive Offices:
8451 Delaware Street
Thornton, CO 80260
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business
Office
Item 2(c) Citizenship
Trigran
Investments, Inc.
630
Dundee Road, Suite 230
Northbrook,
IL 60062
Illinois
company
Douglas
Granat
630
Dundee Road, Suite 230
Northbrook,
IL 60062
U.S.
Citizen
Lawrence
A. Oberman
630
Dundee Road, Suite 230
Northbrook,
IL 60062
U.S.
Citizen
Steven
G. Simon
630
Dundee Road, Suite 230
Northbrook,
IL 60062
U.S.
Citizen
2(d) Title of Class of Securities:
Common
Stock, par value 1/3 of $.01 per share
2(e) CUSIP Number: 746228303
Item 3
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(a)
o
Broker or dealer registered under Section 15
of the Exchange Act;
(b)
o
Bank as defined in Section 3(a)(6) of
the Exchange Act;
(c)
o
Insurance company as defined in Section 3(a)(19)
of the Exchange Act;
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(d)
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Investment company registered under Section 8
of the Investment Company Act;
(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i)
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A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box.
x
Item 4
Ownership:(1)
(a) Amount
beneficially
owned:
Incorporated by reference to Item 9 of the cover page pertaining
to each reporting person.
(b) Percent
of
Class:
Incorporated by reference to Item 11 of the cover
page pertaining to each reporting person.
(c) Number
of shares as to which such person has:
(i)
sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page pertaining
to each reporting person.
(ii)
shared power to
vote or to
direct the vote:
Incorporated by reference to
Item 6 of the cover page pertaining to each reporting person.
(iii)
sole power to
dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page pertaining to
each reporting person.
(iv)
shared power to
dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page pertaining to
each reporting person.
(1) Douglas Granat, Lawrence A.
Oberman and Steven G. Simon are the controlling shareholders and sole directors
of Trigran Investments, Inc. and thus may be considered the beneficial
owners of shares beneficially owned by Trigran Investments, Inc.
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Item 5
Ownership of Five Percent or Less of a
Class:
Not Applicable.
Item 6
Ownership of More than Five Percent on
Behalf of Another Person:
Not Applicable.
Item 7
Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8
Identification and Classification of
Members of the Group:
Not Applicable.
Item 9
Notice of Dissolution of Group:
Not Applicable.
Item 10
Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
8
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated this 4th day of
February, 2008
TRIGRAN
INVESTMENTS, INC.
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By:
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/s/ Lawrence A. Oberman
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Name: Lawrence A.
Oberman
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Its: Executive Vice
President
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/s/ Lawrence A. Oberman
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Lawrence A. Oberman
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/s/ Douglas Granat
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Douglas Granat
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/s/ Steven G. Simon
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Steven G. Simon
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9
INDEX
TO EXHIBITS
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PAGE
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EXHIBIT
1: Agreement to Make a Joint Filing
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11
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10