Amended Statement of Beneficial Ownership (sc 13d/a)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13 d -1( a ) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13 d -2( a )

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ARI NETWORK SERVICES, INC.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

001930205

(CUSIP Number)

Michael J. Fox

Park City Capital, LLC

200 Crescent Court, Suite 1575

Dallas, Texas 75201

(214) 855-0800

With a Copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

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

June 21, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

_______________

* 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 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 ).

CUSIP No. 001930205

13D

Page 2 of 6 Pages

1		NAME OF REPORTING PERSON PARK CITY CAPITAL OFFSHORE MASTER, LTD.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER		0
			8	SHARED VOTING POWER		0
			9	SOLE DISPOSITIVE POWER		0
			10	SHARED DISPOSITIVE POWER		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 001930205

13D

Page 3 of 6 Pages

1		NAME OF REPORTING PERSON PARK CITY CAPITAL, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER		0
			8	SHARED VOTING POWER		0
			9	SOLE DISPOSITIVE POWER		0
			10	SHARED DISPOSITIVE POWER		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 001930205

13D

Page 4 of 6 Pages

1		NAME OF REPORTING PERSON MICHAEL J. FOX
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS PF; OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING		0
			8	SHARED VOTING POWER		0
			9	SOLE DISPOSITIVE POWER		0
			10	SHARED DISPOSITIVE POWER		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 001930205

13D

Page 5 of 6 Pages

This Amendment No. 3 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 3”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2014 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $.001 per share (the “Common Stock”), of ARI Network Services, Inc., a Wisconsin corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.

This Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons as the Reporting Persons beneficially own less than five percent of the shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

(a) – (b) As of June 21, 2017, the Reporting Persons no longer beneficially own any shares of Common Stock.

(c) On June 21, 2017, the Master Fund sold 1,000,000 shares of Common Stock at a sale price of $6.966 per share. The transaction was effected through the open market.

(e) As of June 21, 2017, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No.3, which agreement is set forth on the signature page to this Statement.

CUSIP No. 001930205

13D

Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D.

Dated: June 21, 2017

PARK CITY CAPITAL OFFSHORE MASTER, LTD.		PARK CITY CAPITAL, LLC


By:	/s/ Michael J. Fox	By:	/s/ Michael J. Fox
	Michael J. Fox, Director		Michael J. Fox, Manager


		MICHAEL J. FOX


		By:	/s/ Michael J. Fox
			Michael J. Fox