Peter C Howell Form 4 PURE CYCLE / PETER C HOWELL ownership change

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^*

HOWELL PETER C

(Last) (First) (Middle)

26 SEA MARSH ROAD

(Street)

FERNADINA BEACH FL 32034

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP [ PCYO ]

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)
07/14/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/14/2023		M		6,500	A	$6.08	31,224	D
Common Stock	07/14/2023		F(1)		3,529	D	$11.2	27,695	D
Common Stock	07/14/2023		M		6,500	A	$4.17	34,195	D
Common Stock	07/14/2023		F(1)		2,421	D	$11.2	31,774	D
Common Stock	07/14/2023		M		6,500	A	$4.34	38,274	D
Common Stock	07/14/2023		F(1)		2,519	D	$11.2	35,755	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$6.08	07/14/2023		M			6,500	01/15/2015	01/14/2024	Common Stock	6,500	$0	0	D
Option (Right to Buy)	$4.17	07/14/2023		M			6,500	01/14/2016	01/13/2025	Common Stock	6,500	$0	0	D
Option (Right to Buy)	$4.34	07/14/2023		M			6,500	01/13/2017	01/12/2026	Common Stock	6,500	$0	0	D

Explanation of Responses:

1. Represents a "net exercise" of outstanding stock options. These shares were withheld by Pure Cycle Corporation for payment of the exercise price, based on the market price of Pure Cycle Corporation's common stock at the time of the option exercise on July 14, 2023.

Remarks:

Signed by Mark W. Harding pursuant to a power of attorney filed as Exhibit 24 to a Form4/A filed with the Commission on May 16, 2005.

	/s/ Mark W. Harding, Attorney-in-Fact	07/19/2023
	** 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).
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