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 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 *
PAR INVESTMENT PARTNERS LP
   2. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP [PCYO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
200 CLARENDON STREET, 48TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/07/2019
(Street)

BOSTON, MA 02116		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 10/07/2019   S   2,950,000 D $ 9.75 3,032,970 D (1)  

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAR INVESTMENT PARTNERS LP
200 CLARENDON STREET, 48TH FLOOR
BOSTON, MA 02116		     X    
PAR Group II, L.P.
200 CLARENDON STREET, 48TH FLOOR
BOSTON, MA 02116		     X    
PAR CAPITAL MANAGEMENT INC
200 CLARENDON STREET, 48TH FLOOR
BOSTON, MA 02116		     X    

Signatures

 PAR Investment Partners, L.P., by PAR Group II, L.P., its General Partner, by PAR Capital Management, Inc., its General Partner: /s/ Steven Smith, Chief Operating Officer   10/09/2019
**Signature of Reporting Person Date
 PAR Group II, L.P., by PAR Capital Management, Inc., its General Partner: /s/ Steven Smith, Chief Operating Officer   10/09/2019
**Signature of Reporting Person Date
 PAR Capital Management, Inc.: /s/ Steven Smith, Chief Operating Officer   10/09/2019
**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) These securities are held directly by PAR Investment Partners, L.P. ("PIP"). PAR Group II, L.P. ("PAR Group II") is the general partner of PIP, and PAR Capital Management, Inc. ("PCM") is the general partner of PAR Group II. Each of PAR Group II and PCM disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, if any, in such securities as a result of PAR Group II's general partner interest in PIP and a contingent right to receive a performance-based advisory fee, and this report shall not be deemed to be an admission that PAR Group II or PCM is the beneficial owner of these securities for Section 16 or any other purpose.

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