- Amended Statement of Ownership (SC 13G/A)
April 15 2009 - 4:22PM
Edgar (US Regulatory)
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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. 3)*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
Date of Event
Which Requires Filing of the 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
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on 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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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trigran Investments, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group
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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
1,660,108 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
1,660,108 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,660,108 shares of common stock
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 8.2% as of April 9, 2009 (based on 20,206,566 shares of common
stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated April
9, 2009).
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12.
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Type of Reporting Person
CO
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2
CUSIP No. 746228303
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trigran Investments, L.P . [1]
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2.
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Check the Appropriate Box
if a Member of a Group
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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 Limited Partnership
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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
1,075,750 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
1,075,750 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,075,750 shares of common stock
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 5.3% as of April 9, 2009 (based on 20,206,566 shares of common
stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated April
9, 2009).
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12.
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Type of Reporting Person
PN
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[1] This Schedule 13G filing represents an initial filing for Trigran
Investments, L.P., which, at the time of the earlier filings by the other Reporting
Persons herein, owned less than 5% of the issued and outstanding shares.
3
CUSIP No. 746228303
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Douglas Granat
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2.
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Check the Appropriate Box
if a Member of a Group
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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
1,660,108 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
1,660,108 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,660,108 shares of common stock
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 8.2% as of April 9, 2009 (based on 20,206,566 shares of common
stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated April
9, 2009).
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12.
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Type of Reporting Person
IN/HC
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4
CUSIP No. 746228303
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lawrence A. Oberman
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2.
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Check the Appropriate Box
if a Member of a Group
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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
1,660,108 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
1,660,108 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,660,108 shares of common stock
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 8.2% as of April 9, 2009 (based on 20,206,566 shares of common
stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated April
9, 2009).
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12.
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Type of Reporting Person
IN/HC
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5
CUSIP No. 746228303
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1.
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven G. Simon
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2.
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Check the Appropriate Box
if a Member of a Group
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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
1,660,108 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
1,660,108 shares of common stock
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,660,108 shares of common stock
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class
Represented by Amount in Row (9)
Approximately 8.2% as of April 9, 2009 (based on 20,206,566 shares of common
stock issued and outstanding per Pure Cycle Corporation Form 10-Q dated April
9, 2009).
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12.
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Type of Reporting Person
IN/HC
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6
Item 1
(a)
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Name of Issuer:
Pure Cycle Corporation
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Item 1
(b)
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Address of Issuers
Principal Executive Offices:
8451 Delaware Street
Thornton, CO 80260
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Item 2
(a)
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Name of Person Filing
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Item 2
(b)
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Address of Principal
Business Office
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Item 2
(c)
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Citizenship
Trigran Investments, Inc.
630 Dundee Road, Suite 230
Northbrook, IL 60062
Illinois company
Trigran Investments, L.P.
630 Dundee Road, Suite 230
Northbrook, IL 60062
Illinois limited partnership
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
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(d)
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Title of Class of
Securities:
Common Stock, par value 1/3 of $.01 per share
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2
(e)
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CUSIP Number:
746228303
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Item 3.
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If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer
registered under Section 15 of the Exchange Act;
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(b)
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o
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Bank as defined in Section
3(a)(6) of the Exchange Act;
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(c)
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o
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Insurance company as
defined in Section 3(a)(19) of the Exchange Act;
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(d)
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o
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Investment company
registered under Section 8 of the Investment Company Act;
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(e)
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o
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An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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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;
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(j)
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o
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A non-U.S. institution in
accordance with Rule 13d1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with
Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with Rule 13d1(b)(1)(ii)(J), please specify the type of institution:____________________________
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If this statement is filed pursuant to Rule 13d-1(c), check this box.
x
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Item 4
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Ownership:(1)
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(a)
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Amount beneficially owned:
Incorporated by reference
to Item 9 of the cover page pertaining to each reporting person.
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(b)
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Percent of class:
Incorporated by reference
to Item 11 of the cover page pertaining to each reporting person.
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(c)
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Number of shares as to
which such person has:
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(i)
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Sole power to vote or to
direct the vote:
Incorporated by reference
to Item 5 of the cover page pertaining to each reporting person.
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(ii)
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Shared power to vote or to
direct the vote:
Incorporated by reference
to Item 6 of the cover page pertaining to each reporting person.
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(iii)
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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.
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(iv)
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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.
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(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
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Ownership of Five Percent or Less
of a Class:
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Not Applicable.
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Item 6
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Ownership of More than Five Percent
on Behalf of Another Person:
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Not Applicable.
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Item 7
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company:
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Not Applicable.
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Item 8
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Identification and Classification
of Members of the Group:
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Not Applicable.
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Item 9
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Notice of Dissolution of Group:
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Not Applicable.
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Item 10
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Certification:
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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.
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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 15th day of April, 2009
TRIGRAN INVESTMENTS, INC.
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By:
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/s/
Lawrence A. Oberman
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Name:
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Lawrence
A. Oberman
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Title:
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Executive
Vice President
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TRIGRAN
INVESTMENTS, L.P
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By:
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/s/ Lawrence A. Oberman
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Name:
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Lawrence
A. Oberman
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Title:
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Executive
Vice President and
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Director
of Trigran Investments, Inc., the General Partner of Trigran
Investments, L.P.
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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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EXHIBIT 1: Agreement to Make a Joint Filing
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