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
PRICE LEGACY CORP [ PLRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2004 | ||||||||||||||||||||||||||
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 | ||||||
8-3/4% Series A Cumulative Redeemable Preferred Stock | 03/12/2004 | J(2) | 1,000,000 | D | (2) | 0 | D | |||
8-3/4% Series A Cumulative Redeemable Preferred Stock | 03/12/2004 | J(2) | 24,000 | D | (2) | 0 | I | As Manager of TPG Sherman LLC(1) | ||
Common Stock | 03/12/2004 | J(2) | 1,778,451 | A | (2) | 3,140,994 | D | |||
Common Stock | 03/12/2004 | J(2) | 25,200 | A | (2) | 25,200 | I | As Manager of TPG Sherman LLC(1) |
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 | ||||||||
Common Stock Warrants | $33(3) | (4) | 09/17/2008 | Common Stock | 58,420(3) | 58,420(3) | D | ||||||||
9% Series B Junior Convertible Preferred Stock | (2) | 03/12/2004 | J(2) | 2,096,262(6) | 09/18/2003 | (5) | Common Stock | 728,451 | (5) | 0 | D |
Explanation of Responses: |
1. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest (if any) therein. |
2. On March 12, 2004, Price Legacy Corporation ("Price Legacy") engaged in a recapitalization of its capital structure (the "Recapitalization"). Pursuant to the Recapitalization, (i) Price Legacy effected a 1-for-4 reverse stock split of its common stock (the "Reverse Stock Split"), (ii) each share of the 8-3/4% Series A Cumulative Redeemable Preferred Stock that may be deemed to be beneficially owned by the reporting person was exchanged for 1.05 shares of common stock (after giving effect to the Reverse Stock Split), and (iii) each share of the 9% Series B Junior Convertible Preferred Stock that may be deemed to be beneficially owned by the reporting person was exchanged for 0.3475 of a share of common stock (after giving effect to the Reverse Stock Split). |
3. Reflects the effect of the Reverse Stock Split on the exercise price of the warrants and on the number of shares of common stock for which the warrants are exercisable. |
4. The warrants are exercisable immediately. |
5. Not applicable. |
6. Includes stock dividend issued on March 12, 2004 prior to the Recapitalization. |
Remarks: |
This Form 4 reflects the reporting person's best estimate of the effect of the Recapitalization on its holdings of Price Legacy securities. The final, actual numbers for its holdings (after giving effect to the Recapitalization) are not available at this time and may deviate from the estimated numbers primarily because of rounding or treatment of fractional shares. Such deviation (if any) is expected to be minor and immaterial. As a result of the transactions reported in this Form 4, the reporting person has ceased to be a 10% owner of Price Legacy securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. |
/s/ James F. Cahill | 03/16/2004 | |
** 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. |