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)
05/01/2006

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	05/01/2006		J⁽⁹⁾		85,705	A	$9.26⁽⁹⁾	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

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In the alternative, if the reporting person were to be deemed to beneficially own these securities for purposes of Section 13 of the Exchange Act, then the reporting person would disclaim beneficial ownership of these securities for purposes of Section 16 of the Exchange Act, 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:

The reporting person is a manager of The Price Group, LLC, a California limited liaiblity company ("Price Group"). In addition, certain entities controlled by the reporting person are members of Price Group. On May 1, 2006, such entities purchased, in the aggregate, an additional 1.16% membership interest in Price Group. Such purchase could be deemed to be an indirect acquisition by such entities of an additional 1.16% (or approximately 85,705 shares) of the 7,388,369 shares of PriceSmart, Inc. common stock ("PriceSmart Common Stock") presently held by Price Group. Price Group presently holds other assets besides PriceSmart Common Stock. Such entities paid a single, unitary purchase price for such additional membership interest in Price Group and have not attempted to apportion such purchase price among the assets held by Price Group. As a result, the reporting person does not know the exact price at which such entities could be deemed to have acquired such 85,705 shares of PriceSmart Common Stock. For purposes of this Form 4, the reporting person has used $9.26, which is the closing price quoted by NASDAQ for PriceSmart Common Stock as of the close of trading on May 1, 2006, as an estimate of the price at which such entities could be deemed to have acquired such 85,705 shares of PriceSmart Common Stock. Such estimate is an estimate only and is not intended to be dispositive.

	/s/ Murray Galinson	05/03/2006
	** 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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