FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRICESMART INC [ PSMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $.0001 par | 08/08/1988(1) | A(2) | 0(3) | A | 0 | 5,000 | D | |||
Common Stock, $.0001 par | 08/08/1988(1) | A(2) | 0(3) | A | 0 | 914,382 | I | See Notes(4)(14) | ||
Common Stock, $.0001 par | 08/08/1988(1) | A(2) | 0(3) | A | 0 | 165,577 | I | See Notes(5)(14) | ||
Common Stock, $.0001 par | 08/08/1988(1) | A(2) | 0(3) | A | 0 | 619,046 | I | See Notes(6)(14) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
8% Series A Cumulative Convertible Redeemable Preferred Stoc | 37.5 | 08/08/1988(1) | A(2) | 0 | 08/08/1988(1) | 08/08/1988(7) | Common Stock | 14,666 | $1,000 | 550 | I | See Notes(4)(14) | |||
8% Series A Cumulative Convertible Redeemable Preferred Stoc | 37.5 | 08/08/1988(1) | A(2) | 0(3) | 08/08/1988(1) | 08/08/1988(7) | Common Stock | 14,666 | $1,000 | 550 | I | See Notes(6)(14) | |||
8% Series B Cumulative Convertible Redeemable Preferred Stoc(15) | 20 | 07/09/2003 | J(9) | 5,000 | 08/08/1988(1) | 08/08/1988(8) | Common Stock | 250,000 | $1,000 | 5,000 | I | See Notes(4)(14) | |||
8% Series B Cumulative Convertible Redeemable Preferred Stoc(15) | 20 | 07/09/2003 | J(9) | 5,000 | 08/08/1988(1) | 08/08/1988(8) | Common Stock | 250,000 | $1,000 | 5,000 | I | See Notes(5)(14) | |||
Common Stock Purchase Option | 0 | 08/08/1988(1) | A(2) | 0(3) | 08/08/1988(10) | 11/07/2010 | Common Stock | 0 | $35.63 | 3,000 | D | ||||
Common Stock Purchase Option | 0 | 08/08/1988(1) | A(2) | 0(3) | 08/08/1988(11) | 01/24/2011 | Common Stock | 0 | $32.13 | 1,000 | D | ||||
Common Stock Purchase Option | 0 | 08/08/1988(1) | A(2) | 0(3) | 08/08/1988(12) | 01/17/2008 | Common Stock | 0 | $35 | 1,000 | D | ||||
Common Stock Purchase Option | 0 | 08/08/1988(1) | A(2) | 0(3) | 08/08/1988(13) | 01/22/2009 | Common Stock | 0 | $18.29 | 1,000 | D |
Explanation of Responses: |
1. No such date applies. The date of "08/08/1988" is reflected on this Form 4 for the sole purpose of providing data in this field to ensure that this Form 4 will be accepted through the SEC's electronic filing system. |
2. No such code applies. The date of "A" is reflected on this Form 4 for the sole purpose of providing data in this field to ensure that this Form 4 will be accepted through the SEC's electronic filing system. |
3. No such amount applies. This information is reflected on this Form 4 for the sole purpose of providing data in this field to ensure that this Form 4 will be accepted through the SEC's electronic filing system. |
4. As director of the Price Family Charitable Fund. |
5. As co-manager of the Price Group LLC. |
6. As director of San Diego Revitalization Corporation. |
7. The 8% Series A Cumulative Convertible Redeemable Preferred Stock automatically converts to common stock on January 17, 2012 and may be redeemed by PriceSmart for cash at any time on or after January 17, 2007. |
8. The 8% Series B Cumulative Convertible Redeemable Preferred Stock automatically converts to common stock on July 9, 2013 and may be redeemed by PriceSmart for cash at any time on or after July 9, 2008. |
9. Transaction pursuant to acquisition of shares from PriceSmart. |
10. Options vest 25% annually beginning on the first anniversary (11/7/01) of the date of grant (11/7/00). |
11. Options vest 25% annually beginning on the first anniversary (1/24/02) of the date of grant (1/24/01). |
12. Options vest 25% annually beginning on the first anniversary (1/17/03) of the date of grant (1/17/02). |
13. Options vest 25% annually beginning on the first anniversary (1/22/04) of the date of grant (1/22/03). |
14. The reporting person disclaims beneficial ownership of these shares. |
15. The purpose of this Form 4 is to reflect the acquisition of Series B Preferred Stock. All other holdings, have been previously reported. |
Murray Galinson | 07/11/2003 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |