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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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) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 299 SOUTH MAIN STREET, SUITE 2370 3. Date of Earliest Transaction (Month/Day/Year) 03/22/2013 (Street) SALT LAKE CITY, UT 84111 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 03/22/2013   C   60,654 A (1) $ 3 454,775 D   Common Stock 03/22/2013   C   60,657 A (1) $ 3 106,900 I Trust (By Spouse)

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

$ 3 (2)

03/22/2013

C

18,196 (3)

(4)

(5)

Common Stock

60,654

(1)

0

D

Series A Convertible Preferred Stock

$ 3 (2)

03/22/2013

C

18,197 (6)

(4)

(5)

Common Stock

60,657

(1)

0

I

Trust (By Spouse)

Series B Convertible Preferred Stock

$ 10

(7)

(8)

Common Stock

130,753

52,301

D

Warrant

$ 3.6

03/14/2013

03/14/2018

Common Stock

45,833

45,833

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ALLEN ROBERT W 299 SOUTH MAIN STREET SUITE 2370 SALT LAKE CITY, UT 84111

Signatures

/s/ Robert Allen		04/03/2013
**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)	The Reporting Person disposed of shares of Series A Convertible Preferred Stock, held both directly and indirectly ("Series A Preferred"), as reported in Table II, and acquired shares of Common Stock reported in Table I pursuant to conversion rights under the Certificate of Designation of the Relative Rights, Powers and Preference of the Series A Preferred (the "Certificate of Designation").
(2)	Each share of Series A Preferred is convertible in that number of shares of Issuer's Common Stock determined by dividing the Series A Original Issue Price, as defined in the Certificate of Designation as $10.00 per Share, by $3.00.
(3)	Includes 437 shares of Series A Preferred issued directly to the Reporting Person as consideration for accumulated Series A Preferred dividends as of March 22, 2013.
(4)	The Series A Preferred are exercisable upon issuance.
(5)	The Series A Preferred remains convertible so long as the shares remain issued and outstanding.
(6)	Includes 437 shares of Series A Preferred issued indirectly to the Reporting Person as consideration for accumulated Series A Preferred dividends as of March 22, 2013.
(7)	The Series B Convertible Preferred Stock ("Series B Preferred") are exercisable upon issuance.
(8)	The Series B Preferred remains convertible so long as the shares remain issued and outstanding.

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