UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pure Cycle Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
746228303
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(CUSIP Number)
December 31, 2006
-----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 746228303 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
616,292
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6 SHARED VOTING POWER
NUMBER OF 133,708
SHARES
BENEFICIALLY
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 616,292
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
133,708
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
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12 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT
Item 1(a) Name of Issuer:
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Pure Cycle Corporation (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
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8451 Delaware Street
Thornton, CO 80260
Item 2(a) Name of Person Filing:
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This statement is being filed by Cumberland Associates LLC.
Cumberland Associates LLC is a limited liability company
organized under the laws of the State of New York, and is
engaged in the business of managing, on a discretionary
basis, eight securities accounts (the "Accounts"), the
principal one of which is Cumberland Partners. Gary G.
Tynes, Bruce G. Wilcox, Andrew M. Wallach, Lawrence M.
Rifkin, Barry A. Konig, Steven D. Morrow and Bradley H.
Gendell are the members (the "Members") of Cumberland
Associates LLC.
Item 2(b) Address of Principal Business Office:
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The address of the principal business and office of
Cumberland Associates LLC and each of the Members is 1114
Avenue of the Americas, New York, New York 10036.
Item 2(c) Citizenship:
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Cumberland Associates LLC is a New York limited liability
company. Each of the Members is a citizen of the United
States.
Item 2(d) Title of Class of Securities:
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Common Stock (the "Shares")
Item 2(e) CUSIP Number:
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746228303
Item 3 Not Applicable
Item 4. Ownership:
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Item 4(a) Amount Beneficially Owned:
As of February 9, 2007, Cumberland Associates
LLC may be deemed the beneficial owner of
750,000 Shares.
Item 4(b) Percent of Class:
----------------
The number of Shares of which Cumberland
Associates LLC may be deemed to be the
beneficial owner constitutes approximately
4.1% of the total number of Shares
outstanding, based upon 18,368,807 Shares
issued and outstanding as of January 12,
2007, as reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended
November 30, 2006.
Item 4(c) Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
616,292
(ii) Shared power to vote or to direct the vote:
133,708
(iii) Sole power to dispose or to direct the disposition of:
616,292
(iv) Shared power to dispose or to direct the disposition
of:
133,708
Item 5 Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [X]
Item 6 Ownership of More than Five Percent on Behalf of Another
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Person:
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The beneficial owners of the Accounts have the right to
participate in the receipt of dividends from, or proceeds
from the sale of, the Shares held for each Account in
accordance with their ownership interests in each such
Account.
Item 7 Identification and Classification of the
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Subsidiary Which Acquired the Security Being
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Reported on By the Parent Holding Company:
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Not Applicable
Item 8 Identification and Classification of Members
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of the Group:
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Not Applicable.
Item 9 Notice of Dissolution of Group:
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Not Applicable
Item 10 Certification:
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By signing below the signatory certifies that, to the best of his knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2007
CUMBERLAND ASSOCIATES LLC
By: /s/ Gary G. Tynes
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Name: Gary G. Tynes
Title: Member/Chief Financial Officer