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

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.

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

No material changes from the Schedule 13D filed by the Reporting Persons on October 15, 2019, as amended on January 22, 2021.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

In connection with the liquidation of certain private investment funds managed by Plaisance Capital, LLC, each of the private investment funds made an in-kind distribution, without consideration, of the securities of the Issuer to their partners. Although Plaisance Capital, LLC determined to liquidate the aforementioned private investment funds based on market conditions due to their respective long/short strategies, Plaisance Capital, LLC remains the largest shareholder of the Issuer via Plaisance SPV I, LLC which is a long duration investment vehicle. Daniel Kozlowski remains on the board of directors of the Issuer and Plaisance Capital, LLC has no current intention or need to sell any shares of Common Stock in the foreseeable future. Please refer to the corresponding Form 4 filed on December 1, 2022 by the Reporting Persons for additional information.

(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 2,688,778 shares of Common Stock or 11.21% of the shares of the Common Stock of the Issuer, Daniel Kozlowski may be deemed to be the beneficial owner of 2,692,778 shares of Common Stock or 11.23% of the shares of the Common Stock of the Issuer and Plaisance SPV I, LLC may be deemed to be the beneficial owner of 2,688,778 shares of Common Stock or 11.21% of the shares of the Common Stock of the Issuer, based upon the 23,980,645 shares of Common Stock outstanding as of July 7, 2022, according to the Form 10-Q filed by the Issuer on July 11, 2022.

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 2,688,778 shares of Common Stock. Daniel Kozlowski has the sole power to vote or direct the vote of 4,000 shares of Common Stock and the shared power to vote or direct the vote of 2,688,778 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 2,688,778 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 2,688,778 shares of Common Stock. Daniel Kozlowski has the sole power to dispose or direct the disposition of 4,000 shares of Common Stock and the shared power to dispose or direct the disposition of 2,688,778 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 2,688,778 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, including the pro-rata in-kind distributions of shares of Common Stock by private investment funds managed by Plaisance Capital, LLC to its limited partners.

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

In-Kind Distribution

(Disposition)

In-Kind Distribution

(Disposition)