Sec Form 13D Filing - Plaisance Capital LLC filing for PURE CYCLE CORP (PCYO) - 2021-01-22

Plaisance Capital LLC

250 Fillmore Street, Suite 525

Denver, Colorado 80206

Telephone (720) 774-6202

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

This Schedule 13D is being filed jointly by (i) Plaisance Capital, LLC, a Delaware limited liability company, (ii) Plaisance SPV I, LLC, a Delaware limited liability company, and (iii) Daniel Kozlowski, a United States citizen (collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 250 Fillmore Street, Suite 525, Denver, Colorado 80206.

Daniel Kozlowski is the managing member of Plaisance Capital, LLC, an investment management firm that serves as the investment manager to Plaisance SPV I, LLC, a private investment fund and other private investment funds.  The principal business of Plaisance SPV I, LLC is purchasing, holding and selling securities for investment purposes.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons are filing this Amendment No. 1 to Schedule 13D to report that Daniel Kozlowski has been elected to serve on the Issuer’s board of directors as of January 13, 2021. Please refer to the Issuer’s 8-K, filed January 15, 2021 for further information.

The Reporting Persons hold their shares of the Common Stock of the Issuer for investment purposes. The Reporting Persons intend to communicate, directly or through intermediaries, with members of the Issuer’s management and board of directors, concerning matters relating to the business and affairs of the Issuer, including discussions relating to the composition and selection of the Issuer’s board of directors and management team generally. These discussions may also include assisting and engaging with the Issuer on a review of its strategic activities, assessment of its organization, opportunities for operational improvement, and the pursuit of initiatives for enhancing shareholder value (including but not limited to strategic mergers and acquisitions, balance sheet optimization, use of leverage, dividend and share repurchase policy, or a going private transaction).

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may at any time and from time to time, (i) acquire Common Stock and/or other securities of the Issuer (collectively, “Issuer Securities”), (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) engage in or encourage communications with the Issuer, members of management and the board of directors of the Issuer, other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring any items mentioned in this statement, and/or (iv) take such other actions and pursue such other options with respect to their investment in the Issuer as they deem appropriate including, without limitation, any of the actions referred to in paragraphs (a)-(j) of Item 4 of Schedule 13D under the Act, as amended.

Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions enumerated in clauses (a)-(j) of Item 4 of Schedule 13D under the Act, as amended.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

As of the date hereof, Plaisance Capital LLC may be deemed to be the beneficial owner of 3,948,787 shares of Common Stock or 16.54% of the shares of the Common Stock of the Issuer, Daniel Kozlowski may be deemed to be the beneficial owner of 3,950,787 shares of Common Stock or 16.55% of the shares of the Common Stock of the Issuer and Plaisance SPV I, LLC may be deemed to be the beneficial owner of 2,738,778 shares of Common Stock or 11.47% of the shares of the Common Stock of the Issuer, based upon the 23,868,216 shares of Common Stock outstanding as of December 31, 2020, according to the Form 10-Q filed by the Issuer on January 5, 2021.

Plaisance Capital LLC has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 3,948,787 shares of Common Stock. Daniel Kozlowski has the sole power to vote or direct the vote of 2,000 shares of Common Stock and the shared power to vote or direct the vote of 3,948,787 shares of Common Stock. Plaisance SPV I, LLC has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 2,738,778 shares of Common Stock.

Plaisance Capital LLC has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 3,948,787 shares of Common Stock. Daniel Kozlowski has the sole power to dispose or direct the disposition of 2,000 shares of Common Stock and the shared power to dispose or direct the disposition of 3,948,787 shares of Common Stock. Plaisance SPV I, LLC has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 2,738,778 shares of Common Stock.

The transactions in the Common Stock by the Reporting Persons during the past sixty days are set forth in Exhibit B.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

Item 7 of the Schedule 13D is amended and supplemented as follows:

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in the Common Stock