Amendment: SEC Form SC 13D/A filed by Pure Cycle Corporation

Plaisance Capital, LLC

4790 S. Lafayette Street

Englewood, Colorado 80113

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 4790 S. Lafayette Street, Englewood, Colorado 80113.

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.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 4 of Amendment No. 2 is hereby amended and supplemented by adding the following:

This Amendment No. 3 is being filed to report securities directly held by Daniel Kozlowski which were inadvertently excluded on Amendment No. 2.

(a)-(c)

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 2,668,778 shares of Common Stock or 11.1% of the shares of the Common Stock of the Issuer, Daniel Kozlowski may be deemed to be the beneficial owner of 3,014,769 shares of Common Stock or 12.5% of the shares of the Common Stock of the Issuer and Plaisance SPV I, LLC may be deemed to be the beneficial owner of 2,668,778 shares of Common Stock or 11.1% of the shares of the Common Stock of the Issuer, based upon the 24,073,094 shares of Common Stock outstanding as of November 11, 2024, according to the Form 10-K filed by the Issuer on November 13, 2024.

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 2,668,778 shares of Common Stock. Daniel Kozlowski has the sole power to vote or direct the vote of 345,991 shares of Common Stock and the shared power to vote or direct the vote of 2,668,778 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 2,668,778 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 2,668,778 shares of Common Stock. Daniel Kozlowski has the sole power to dispose or direct the disposition of 345,991 shares of Common Stock and the shared power to dispose or direct the disposition of 2,668,778 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 2,668,778 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

DANIEL KOZLOWSKI

/s/ Daniel Kozlowski

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