SEC FORM 4

SEC Form 4

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^*

GALINSON MURRAY

(Last)

(First)

(Middle)

7979 IVANHOE AVENUE

SUITE 520

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICESMART INC [ PSMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								12,500	D
Common Stock	02/01/2006		X		300,000	A	$12	7,388,369	I	As co-manager of The Price Group LLC⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option	$35.63							⁽²⁾	11/07/2010	Common Stock	3,000		3,000	D
Common Stock Option	$32.13							⁽³⁾	01/24/2011	Common Stock	1,000		1,000	D
Common Stock Option	$35							⁽⁴⁾	01/17/2008	Common Stock	1,000		1,000	D
Common Stock Option	$18.29							⁽⁵⁾	01/22/2009	Common Stock	1,000		1,000	D
Common Stock Option	$6.24							⁽⁶⁾	01/08/2010	Common Stock	1,000		1,000	D
Common Stock Option	$7.63							⁽⁷⁾	02/25/2011	Common Stock	1,000		1,000	D
Common Stock Option	$8.18							⁽⁸⁾	01/24/2012	Common Stock	1,000		1,000	D
Put Option (Obligation to Buy)	$12	09/20/2004		S			300,000	11/30/2005	11/30/2006	Common Stock	300,000	⁽⁹⁾	300,000	I	As co-manager of The Price Group LLC⁽¹⁾
Put Option (Obligation to Buy)	$12	02/01/2006		X			300,000	11/30/2005	11/30/2006	Common Stock	300,000	$0	0	I	As co-manager of The Price Group LLC⁽¹⁾

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein.

2. These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000).

3. These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001).

4. These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002).

5. These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003).

6. These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).

7. 34% of these options vest on the first anniversary (02/25/2006) of the date of grant (02/25/2005). An additional 33% of these options vest on the second anniversary (02/25/2007) of the date of grant. The final 33% of these options vest on the third anniversary (02/25/2008) of the date of grant.

8. These options vest 20% annually beginning on the first anniversary (01/24/2007) of the date of grant (01/24/2006).

9. See General Remarks Section below.

Remarks:

On September 20, 2004, in connection with a restructuring of International Finance Corporation's ("IFC") investments in PriceSmart, Inc. ("PriceSmart"), The Price Group LLC ("Price Group") and IFC executed a Put Option Agreement, dated as of September 20, 2004, which was amended and restated as of January 7, 2005 (the "Option Agreement"), pursuant to which Price Group granted to IFC the option (the "Put Option"), exercisable in whole or in part between November 30, 2005 and November 30, 2006, to require Price Group to purchase up to 300,000 shares of PriceSmart common stock from IFC at the price of $12 per share. On or around February 1, 2006, IFC delivered notice to Price Group, exercising the Put Option in its entirety. However, the settlement of such exercise will not occur until March 15, 2006, at which time, pursuant to the terms and conditions of the Put Option, IFC will transfer 300,000 shares of PriceSmart common stock to Price Group, and Price Group will transfer $3,600,000 to IFC.

	/s/ Murray Galinson	02/09/2006
	** 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).
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