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OMB APPROVAL
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OMB Number 3235-0287
Expires: December 31, 2001
Estimated average burden
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[X] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
See Footnote 2 Below
(Print or Type Responses)
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1. Name and Address of Reporting Person*
Weinroth Stephen D.
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(Last) (First) (Middle)
1330 Avenue of the Americas, 36th Floor
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(Street)
New York New York 10036
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Park City Group, Inc.-- PKCY
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3. IRS or Social Security Number of Reporting Person (Voluntary)
N/A
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4. Statement for Month/Year
July 2002
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[X] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
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7. Individual or Joint/Group Filing (Check applicable line)
[X] Form filed by one Reporting Person
[_] Form filed by more than one Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
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6.
4. 5. Owner-
Securities Acquired (A) or Amount of ship
3. Disposed of (D) Securities Form: 7.
Transaction (Instr. 3, 4 and 5) Beneficially Direct Nature of
2. Code ------------------------------- Owned at End (D) or Indirect
1. Transaction (Instr. 8) (A) of Month Indirect Beneficial
Title of Security Date ------------ Amount or Price (Instr. 3 (I) Ownership
(Instr. 3) (mm/dd/yy) Code V (D) and 4) (Instr.4) (Instr. 4)
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(Over)
(Form 4-07/98)
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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10.
9. Owner-
Number ship
of Form
2. Deriv- of
Conver- 5. 7. ative Deriv- 11.
sion Number of Title and Amount Secur- ative Nature
or Derivative 6. of Underlying 8. ities Secur- of
Exer- 4. Securities Date Securities Price Bene- ity: In-
cise 3. Trans- Acquired (A) Exercisable and (Instr. 3 and 4) of ficially Direct direct
Price Trans- action or Disposed Expiration Date ---------------- Deriv- Owned (D) or Bene-
1. of action Code of(D) (Month/Day/Year) Amount ative at End In- ficial
Title of Deriv- Date (Instr. (Instr. 3, ---------------- or Secur- of direct Owner-
Derivative ative (Month/ 8) 4 and 5) Date Expira- Number ity Month (I) ship
Security Secur- Day/ ------ ------------ Exer- tion of (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity Year) Code V (A) (D) cisable Date Title Shares 5) 4) 4) 4)
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Option to $0.08 7/9/02 A (1) (1) Common 125,000 (1) (2) D
Purchase Stock
Common Stock
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Explanation of Responses:
(1) On July 9, 2002, the Reporting Person was granted an option to purchase up
to an aggregate of 125,000 shares of Common Stock for $0.08 a share. The option
becomes exerciseable as to 31,250 shares on and after September 30, 2002, as to
an additional 31,250 shares on and after December 31, 2002, as to an additional
31,250 shares on and after March 31, 2003, and as to an additional 31,250 shares
on and after June 30, 2003. If the Reporting Person ceases to serve as a member
of the Issuer's board of directors before the option shall have become
exerciseable as to all 125,000 shares, the option shall be exerciseable only as
to the number of shares as to which it was exerciseable on the date the
Reporting Person ceased to serve as a member of the Issuer's board of directors.
The option will terminate and cease to be exercisable on July 9, 2007, unless
terminated earlier in accordance with its terms.
(2) On July 31, 2002, AW Fields Acquisition, LLC ("AW Fields") was the direct
beneficial owner of the 11,666,667 shares of Common Stock and a warrant to
purchase an additional 11,666,667 shares of Common Stock for $0.1725 a share.
The management of AW Fields is vested in its Class 1 Member, AWEE II, LLC
("AWEE"); the management of AWEE is vested in its Class 1 Member, Andersen,
Weinroth & Co., L.P. ("AW"); and the management of AW is vested in its general
partner, A.W. & Co. GP Inc., which is wholly-owned by the Reporting Person and
G.Chris Andersen. Accordingly, for purposes of Rule 16a-1(a)(1), each of the
Reporting Person and G. Chris Andersen may be deemed the beneficial owner of the
shares of Common Stock beneficially owned by AW Fields.
As the Class 1 Member of AW Fields, AWEE is entitled to 20% of all distributions
of cash and other property by AW Fields, after the other members of AW Fields
have received cash and other property from AW Fields having an aggregate fair
value equal to $1,750,000 plus an amount in the nature of itnerest on
$1,750,000, compounded semiannually, at the rate of 10% a year. At present, AW
is entitled to all cash and other property distributions AWEE receives from AW
Fields. For purposes of Rule 16a-1(a)(2), the Reporting Person, through his
interest in AW, may be deemed to have an indirect pecuniary interest in such
cash and other property distributions.
* 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).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
/s/ Stephen D. Weinroth 09/10/02
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Signature of Reporting Person Date
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