Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ALLEN ROBERT W
  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)
(Last)
(First)
(Middle)
3160 PINEBROOK RD
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2009
(Street)

PARK CITY, UT 84098
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/16/2009   J(1)   962 A $ 2.6 53,962 D  
Common Stock 02/16/2009   J(1)   1,798 A $ 1.39 55,760 D  
Common Stock 04/14/2009   J(2)   116,667 A $ 1.5 172,427 D  
Common Stock 07/14/2009   J(1)   2,273 A $ 1.1 174,700 D  
Common Stock 07/14/2009   J(1)   1,667 A $ 1.5 176,367 D  
Common Stock 11/30/2009   J(3)   15,000 A $ 1 191,367 D  
Common Stock 12/28/2009   J(1)   909 A $ 2.75 192,276 D  
Common Stock 01/22/2010   J(1)   755 A $ 3.31 193,031 D  
Common Stock               37,314 I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Series A Convertible Preferred Stock $ 10 06/03/2009   J(4)   420   06/03/2009   (5) Common Stock 1,400 $ 3 100,055.66 D  
Series A Convertible Preferred Stock $ 10 07/17/2009   J(4)   359   07/17/2009   (5) Common Stock 1,196.67 $ 3 101,252.33 D  
Series A Convertible Preferred Stock $ 8.22 10/27/2009   J(4)   226   10/27/2009   (5) Common Stock 753.33 $ 2.47 102,005.66 D  
Series A Convertible Preferred Stock $ 10 01/14/2010   J(4)   188   01/14/2010   (5) Common Stock 626.67 $ 3 102,632.33 D  
Series A Convertible Preferred Stock $ 10 06/03/2009   J(4)   420   06/03/2009   (5) Common Stock 1,400 $ 3 47,801.66 I By Trust (Spouse)
Series A Convertible Preferred Stock $ 10 07/17/2009   J(4)   359   07/17/2009   (5) Common Stock 1,196.67 $ 3 48,998.33 I By Trust (Spouse)
Series A Convertible Preferred Stock $ 8.22 10/27/2009   J(4)   226   10/27/2009   (5) Common Stock 753.33 $ 2.47 49,751.66 I By Trust (Spouse)
Series A Convertible Preferred Stock $ 10 01/14/2010   J(4)   188   01/14/2010   (5) Common Stock 626.67 $ 3 50,378.33 I By Trust (Spouse)
Common Stock Purchase Warrants $ 4             06/05/2007 05/31/2011 Common Stock 8,928   8,928 D  
Common Stock Purchase Warrants $ 4             06/05/2007 05/31/2011 Common Stock 8,929   8,929 I By Trust (Spouse)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ALLEN ROBERT W
3160 PINEBROOK RD
PARK CITY, UT 84098
  X      

Signatures

 /s/ John R. Merrill, Attorney in Fact   03/11/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents issuance of shares paid in lieu of cash compensation for fees for service on the Company's Board of Directors.
(2) Shares were issued as consideration for the purchase of a promissory note by Reporting Person.
(3) Shares were issued as bonus compensation. Issuance represents one-fifth of shares issued. The remaining shares are issued over a four year period.
(4) Shares were issued in-lieu of cash for dividends payable on Series A Convertible Preferred Stock.
(5) Preferred Stock remains convertible so long as the shares remain issued and outstanding.
 
Remarks:
Exhibit 24 - Power of Attorney dated 2-17-10 reflecting Reporting Person's conformed signature.

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