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 * 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) 3160 PINEBROOK RD 3. Date of Earliest Transaction (Month/Day/Year) 06/29/2012 (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 06/29/2012 06/30/2012 J(1)   2,522 A $ 3.8 (1) 3,942,014 D   Common Stock 06/29/2012 06/30/2012 J(2)   16,393 A $ 3.8 (2) 106,860 I By Fields Management Common Stock 07/02/2012 06/30/2012 J(3)   1,456 A $ 2.58 3,943,470 D   Common Stock 07/03/2012   J(4)   536 A $ 3.95 3,944,006 D   Common Stock 07/03/2012 06/30/2012 J(5)   60,000 A $ 1.1 (5) 166,860 I By Fields Management Common Stock               651,152 I By Riverview Financial Corp. Common Stock               30,667 I By Spouse

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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

07/03/2012

J(6)

84

07/03/2012

(7)

Common Stock

280

$ 3

6,842

D

Series B Convertible Preferred Stock

$ 10

06/30/2010

(8)

Common Stock

874,065

349,626

I

By Riverview Financial Corp.

Series B Convertible Preferred Stock

$ 10

06/30/2010

(8)

Common Stock

25,000

10,000

I

By Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FIELDS RANDALL K 3160 PINEBROOK RD PARK CITY, UT 84098			CHIEF EXECUTIVE OFFICER

Signatures

/s/ Randall K. Fields		07/03/2012
**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 were issued in lieu of cash compensation at a 15% discount to fair market value, pursuant to the Company's Employee Stock Purchase Plan.
(4)	Shares issued in lieu of cash compensation in connection with paid time off payout.
(5)	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.
(6)	Shares were issued in lieu of cash dividends payable on Series A Convertible Preferred Stock.
(7)	Series A Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.
(8)	Series B Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.

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