Statement of Changes in Beneficial Ownership (4)
March 20 2020 - 9:53AM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
*
Plaisance SPV I, LLC |
2. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP
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PCYO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PLAISANCE CAPITAL, LLC, 250 FILLMORE STREET, SUITE 525 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2020 |
(Street)
DENVER, CO 80206
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value 1/3 of $0.01 per share | 3/18/2020 | | P | | 5000 | A | $7.77 | 2689097 | D (1) | |
Common Stock, par value 1/3 of $0.01 per share | | | | | | | | 3790609 | I | See Footnote (2) |
Common Stock, par value 1/3 of $0.01 per share | 3/19/2020 | | P | | 8076 | A | $7.91 | 2697173 | D (1) | |
Common Stock, par value 1/3 of $0.01 per share | | | | | | | | 3798685 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The reported securities are directly owned by Plaisance SPV I, LLC, a Delaware limited liability company (the "Fund"). The reported securities may be deemed to be indirectly beneficially owned by Plaisance Capital, LLC, as the investment manager of the Fund. The reported securities may also be deemed to be indirectly beneficially owned by Daniel Kozlowski as Managing Member of Plaisance Capital, LLC. Each of Plaisance Capital, LLC and Daniel Kozlowski disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest, if any, therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(2) | The reported securities are directly owned by Plaisance SPV I, LLC and by certain private investment funds managed by Plaisance Capital, LLC (the "Investment Manager"), and may be deemed to be indirectly beneficially owned by the Investment Manager and by Daniel Kozlowski, managing member of the Investment Manager. Each of the Investment Manager and Daniel Kozlowski disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that either of them are the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Plaisance SPV I, LLC C/O PLAISANCE CAPITAL, LLC 250 FILLMORE STREET, SUITE 525 DENVER, CO 80206 |
| X |
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Plaisance Capital LLC 250 FILLMORE STREET SUITE 525 DENVER, CO 80206 |
| X |
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Kozlowski Daniel R C/O PLAISANCE CAPITAL, LLC 250 FILLMORE STREET, SUITE 525 DENVER, CO 80206 |
| X |
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Signatures
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Plaisance SPV I, LLC By: Plaisance Capital, LLC, its managing member By: Daniel Kozlowski, managing member of Plaisance Capital, LLC /s/ Daniel Kozlowski | | 3/20/2020 |
**Signature of Reporting Person | Date |
Plaisance Capital, LLC By: Daniel Kozlowski, Managing Member /s/ Daniel Kozlowski | | 3/20/2020 |
**Signature of Reporting Person | Date |
/s/ Daniel Kozlowski | | 3/20/2020 |
**Signature of Reporting Person | Date |
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