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 *
FIELDS RANDALL K
   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)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)
299 S MAIN STREET, STE 2370		 3. Date of Earliest Transaction (Month/Day/Year)
02/04/2014
(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 02/04/2014   G   18,180 D $ 7.7 3,929,970 D  
Common Stock 07/01/2014 06/30/2014 J(1)   1,719 A $ 3.8 3,931,689 D  
Common Stock 07/01/2014 06/30/2014 J(2)   17,195 A $ 3.8 260,448 I By Fields Management
Common Stock 07/01/2014   J(3)   60,000 A $ 1.1 320,448 I By Fields Management
Common Stock 07/01/2014   J(4)   60,000 A $ 7.55 380,448 I By Fields Management
Common Stock 07/02/2014 06/30/2014 J(5)   441 A $ 8.49 3,932,130 D  
Common Stock               651,152 I By Riverview Financial Corp.
Common Stock               30,667 I 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 B Convertible Preferred Stock $ 10             06/30/2010   (6) Common Stock 874,065   349,626 I By Riverview Financial Corp.
Series B Convertible Preferred Stock $ 10             06/30/2010   (6) Common Stock 25,000   10,000 I By Spouse
Warrant $ 3.6             03/14/2013 03/14/2018 Common Stock 6,875   6,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FIELDS RANDALL K
299 S MAIN STREET, STE 2370
SALT LAKE CITY, UT 84111		       CHIEF EXECUTIVE OFFICER  

Signatures

 /s/ Randall K Fields   08/29/2014
**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) Shares were issued in lieu of cash compensation for bonus payable pursuant to Mr. Field's Employment Agreement, by and between the Company and Mr. Fields. Shares represent one-eighth of total grant, which grant vests ratably over eight years beginning June 30, 2010. Price of shares represents fair market value of shares on the date of original issuance, or June 30, 2010.
(2) Shares were issued in lieu of cash compensation for bonus payable pursuant to Fields Management's Services Agreement, by and between the Company and Fields Management. Shares represent one-eighth of total grant, which grant vests ratably over eight years beginning June 30, 2010. Price of shares represents fair market value of shares on the date of original issuance, or June 30, 2010.
(3) Shares represent one-tenth of total grant, which grant vests ratably over a ten year period beginning July 1, 2009, pursuant to the terms of the Services Agreement, by and between the Company and Fields Management. Price of shares represents fair market value of shares on the date of original issuance, or July 1, 2009.
(4) Shares represent one-tenth of total grant, which grant vests ratably over a ten year period beginning July 1, 2013, pursuant to the terms of the Services Agreement, by and between the Company and Fields Management. Price of shares represents fair market value of shares on the date of original issuance, or July 1, 2013.
(5) Shares were issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Company's Employee Stock Purchase Plan.
(6) Series B Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.

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