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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 8% Series A Cumulative Convertible Redeemable Pref. Stock | $ 37.5 | (3) | (3) | Common Stock | 14,666 | 550 | I | As director of San Diego Revitalization Corp. (1) | |||||||
| 8% Series B Cumulative Convertible Redeemable Pref. Stock | $ 20 | 10/29/2004 | J(10) | 5,000 | (4) | (4) | Common Stock | 500,000 (11) | (10) | 0 | I | As co-manager of The Price Group LLC (2) | |||
| Common Stock Option | $ 35.63 | (5) | 11/07/2010 | Common Stock | 3,000 | 3,000 | D | ||||||||
| Common Stock Option | $ 32.13 | (6) | 01/24/2011 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Common Stock Option | $ 35 | (7) | 01/17/2008 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Common Stock Option | $ 18.29 | (8) | 01/22/2009 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Common Stock Option | $ 6.24 | (9) | 01/08/2010 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GALINSON MURRAY 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA 92037 |
X | |||
| /s/ Murray Galinson | 11/01/2004 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 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) | 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. |
| (5) | These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000). |
| (6) | These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001). |
| (7) | These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002). |
| (8) | These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003). |
| (9) | These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004). |
| (10) | On October 29, 2004, all of the Series B Preferred Stock was exchanged for Common Stock (the "Series B Exchange"). For purposes of the Series B Exchange, such Common Stock was valued at $10 per share. |
| (11) | This number represents the number of shares of Common Stock into which the Series B Preferred Stock were actually exchanged pursuant to the Series B Exchange instead of the number of shares into which the Series B Preferred Stock could have been converted pursuant to its terms. |
| (12) | This total reflects the aggregate Common Stock held by The Price Group LLC after giving effect to the Bridge Loan Conversion, the Obligations Conversion and the Series B Exchange. |
| (13) | Acquired from PriceSmart in a private placement funded by the conversion of a $25 million bridge loan, plus accrued and unpaid interest, owed by PriceSmart to The Price Group LLC (the "Bridge Loan Conversion"). |
| (14) | Acquired from PriceSmart as a repayment of $20 million in current obligations, plus accrued and unpaid interest thereon, owed by PriceSmart to The Price Group LLC (the "Obligations Conversion"). |