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)
C/O PARK CITY GROUP, INC., 299 SOUTH MAIN STREET, SUITE 2225
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018
(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 03/09/2018   X   6,875 A $ 3.6 3,706,089 (1) D  
Common Stock               650,693 I By Riverview Financial Corp.
Common Stock               30,667 I By Spouse
Common Stock               1,289,230 (2) I By Fields Management
Series B Preferred Stock               531,432 I By Riverview Financial Corp
Series B Preferred Stock               14,450 I By Spouse
Common Stock               205,000 I By Charitable 2010, LLC
Series B-1 Preferred Stock               121,936 I By Fields Management, Inc.
Series B-1 Preferred Stock               78,123 I By Riverview Financial Corp
Series B-1 Preferred Stock               657 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
Warrant $ 3.6 03/09/2018   X     6,875 03/14/2013 03/14/2018 Common Stock 6,875 $ 0 0 D  
Warrant $ 10             01/26/2015 01/26/2020 Common Stock 3,165   3,165 D  
Warrants $ 4             02/05/2015 02/05/2020 Common Stock 914,065   914,065 I By Riverview Financial Corp
Warrants $ 4             02/05/2015 02/05/2020 Common Stock 40,250   40,250 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FIELDS RANDALL K
C/O PARK CITY GROUP, INC.
299 SOUTH MAIN STREET, SUITE 2225
SALT LAKE CITY, UT 84111
      CHIEF EXECUTIVE OFFICER  

Signatures

 /s/ Randall K. Fields   03/14/2018
**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) Includes 5,157 unvested shares of common stock.
(2) Includes 771,587 unvested shares of common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.