| 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) 11/23/2004 | ||||||||||||||||||||||||||
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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 | 5,000 | D | ||||||||
| Common Stock | 11/23/2004 | J(9) | 61,135 | A | $10 | 680,181 | I | As director of San Diego Revitalization Corp.(1) | ||
| Common Stock | 6,427,503 | I | As co-manager of The Price Group LLC(2) | |||||||
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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 Pref. Stock | $37.5 | 11/23/2004 | J(9) | 550 | (3) | (3) | Common Stock | 61,135(10) | (9) | 0 | I | As director of San Diego Revitalization Corp.(1) | |||
| Common Stock Option | $35.63 | (4) | 11/07/2010 | Common Stock | 3,000 | 3,000 | D | ||||||||
| Common Stock Option | $32.13 | (5) | 01/24/2011 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Common Stock Option | $35 | (6) | 01/17/2008 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Common Stock Option | $18.29 | (7) | 01/22/2009 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Common Stock Option | $6.24 | (8) | 01/08/2010 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person disclaims beneficial ownership of these securities. |
| 2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein. |
| 3. The 8% Series A Cumulative Convertible Redeemable Preferred Stock ("Series A 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. |
| 4. These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000). |
| 5. These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001). |
| 6. These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002). |
| 7. These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003). |
| 8. These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004). |
| 9. On November 23, 2004, pursuant to an offer to exchange by PriceSmart (the "Series A Exchange"), San Diego Revitalization Corp. ("SDRC") exchanged all of the Series A Preferred Stock held by SDRC for Common Stock. For purposes of the Series A Exchange, the Common Stock was valued at $10 per share. |
| 10. This number represents the number of shares of Common Stock received pursuant to the Series A Exchange instead of the number of shares into which the Series A Preferred Stock could have been converted pursuant to its terms. |
| /s/ Murray Galinson | 11/24/2004 | |
| ** 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. | ||