UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 11) (1)
PRICESMART, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
741511109
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(CUSIP Number)
JACK MCGRORY
C/O THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JULY 15, 2008
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17)
________________________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 2 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,845,890 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
5,845,890 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,845,890 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14 TYPE OF REPORTING PERSON*
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Charities (formerly known as San Diego Revitalization Corp.)
33-0898712
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,885,335 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,885,335 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,885,335 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14 TYPE OF REPORTING PERSON*
OO - Nonprofit Corporation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
891,759 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
9,731,225 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
891,759 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
9,731,225 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,622,984 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
610 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
12,862,499 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
610 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
12,862,499 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,863,109 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.3%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jack McGrory
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
7,200 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
9,736,435 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
7,200 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
9,736,435 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,743,635 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Murray Galinson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
19,900 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
9,731,225 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
19,900 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
9,731,225 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,751,125 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
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14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keene Wolcott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
25,800 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
25,800 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,800 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 of 17
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jose Luis Laparte
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
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7 SOLE VOTING POWER
NUMBER OF
357,346 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
357,346 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,346 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 of 17
This Amendment No. 11 relates to the common stock, par value $0.0001 per
share ("Common Stock"), of PriceSmart, Inc., a Delaware corporation
("PriceSmart"), and amends that certain Schedule 13D jointly filed by The Price
Group LLC, a California limited liability company, Price Charities (formerly
known as San Diego Revitalization Corp.), a California nonprofit public benefit
corporation, Sol Price, a natural person, and Robert E. Price, a natural person,
with the Securities and Exchange Commission ("SEC") on October 29, 2004, as
amended by Amendment No. 1 thereto, filed with the SEC on January 10, 2005, and
by Amendment No. 2 thereto, filed with the SEC on January 18, 2005, and by
Amendment No. 3 thereto, filed with the SEC on May 9, 2005, and by Amendment No.
4 thereto, filed with the SEC on January 9, 2006, and by Amendment No. 5
thereto, filed with the SEC on February 14, 2006, and by Amendment No. 6
thereto, filed with the SEC on February 24, 2006, and by Amendment No. 7
thereto, filed with the SEC on May 10, 2007, and by Amendment No. 8 thereto,
filed with the SEC on May 22, 2007, and by Amendment No. 9 thereto, filed with
the SEC on October 31, 2007, and by Amendment No. 10 thereto, filed with the SEC
on November 15, 2007 (such Schedule 13D, as so amended, being the "Schedule
13D"). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a), (f) This statement on Schedule 13D is being jointly filed by (i) The
Price Group LLC, a California limited liability company ("Price
Group"), (ii) Price Charities (formerly known as San Diego
Revitalization Corp.), a California nonprofit corporation
("Price Charities"), (iii) Sol Price, a natural person and
citizen of the United States of America, (iv) Robert E. Price, a
natural person and citizen of the United States of America, (v)
Jack McGrory, a natural person and citizen of the United States
of America, (vi) Murray Galinson, a natural person and citizen
of the United States of America, (vii) Keene Wolcott, a natural
person and citizen of the Unites States of America, and (viii)
Jose Luis Laparte, a natural person and citizen of Mexico
(collectively, the "Reporting Persons").
The managers of Price Group (the "Price Group Managers"), each
of whom is a citizen of the United States of America, are as
follows:
Sol Price Manager
Robert E. Price Manager
Jack McGrory Manager
Murray Galinson Manager
Sherry Bahrambeygui Manager
The directors and executive officers of Price Charities
(collectively, the "Price Charities Directors and Officers"),
each of whom is a citizen of the United States of America, are
as follows:
Sol Price Director and Chairman of
the Board
Robert E. Price Director and President
Jack McGrory Director and Executive Vice
President
Allison Price Director
Murray Galinson Director
William Gorham Director
Sherry Bahrambeygui Director, Secretary and
Chief Financial Officer
Each Reporting Person affirms membership in a group with each
other Reporting Person. Each Reporting Person disclaims
membership in a group with the Price Group Managers (other than
to the extent any of the Price Group Managers are also Reporting
Persons) and the Price Charities
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 of 17
Directors and Officers (other than to the extent any of the
Price Charities Directors and Officers are also Reporting
Persons).
(b)-(c) The principal executive office of Price Group and Price
Charities, and the principal business address of each of Mr. S.
Price, Mr. R. Price, Mr. McGrory, Mr. Galinson, the Price Group
Managers and the Price Charities Directors and Officers, is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California 92037. The
principal business address of each of Mr. Wolcott and Mr.
Laparte is 9740 Scranton Road, San Diego, California 92121.
The principal business of Price Group is real estate and
investment. The principal business of Price Charities is to
function as a public charity. The principal occupation of Mr. S.
Price is self-employed investor and manager of Price Group. The
principal occupation of Mr. R. Price is Chief Executive Officer
of PriceSmart. Mr. R. Price also is a manager of Price Group.
The principal occupation of each of Mr. McGrory, Mr. Galinson
and Ms. Bahrambeygui is manager of Price Group. The principal
occupation of Mr. Wolcott is President of Wolcott Investments,
Inc., a private investment company. The principal occupation of
Mr. Laparte is President of PriceSmart. The principal occupation
of Mr. Gorham is self-employed investor. Ms. A. Price is not
presently employed.
(d)-(e) During the last five years, none of the Reporting Persons, nor
any of the Price Group Managers, nor any of the Price Charities
Directors and Officers has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to include the following
information:
On July 15, 2008, a member of Price Group elected to withdraw from Price
Group. In connection with such withdrawal, Price Group will distribute (the
"Redemption Distribution") 974,314 shares of Common Stock (as well as
certain other consideration) to such member in redemption of all of such
member's interests in Price Group. The Redemption Distribution is expected
to occur on or around August 14, 2008. After giving effect to the
Redemption Distribution, the Reporting Persons will beneficially own, in
the aggregate, less than 50% of the Common Stock. Consequently, PriceSmart
is expected to cease to be considered to be a "controlled company" for
purposes of the Nasdaq Global Market's listing standards.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as
follows:
(a)-(b) After giving effect to the Redemption Distribution, the
Reporting Persons presently may be deemed to beneficially own,
in the aggregate and as a group, 14,170,324 shares of Common
Stock (including options exercisable within 60 days of the date
of this filing for 105,400 shares of Common Stock), which
represent approximately 47.6% of the outstanding Common
Stock.(2) The Reporting Persons, the Price Group Managers and
the Price
________________________________
(2) All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 29,694,461 shares of Common Stock estimated to be
issued and outstanding as of July 2, 2008, as reported in the Form 10-Q, filed
by PriceSmart with the SEC on July 10, 2008, plus (ii) the shares of Common
Stock issuable upon the
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 12 of 17
Charities Directors and Officers presently may be deemed to
beneficially own, in the aggregate, the equivalent of 14,210,572
shares of Common Stock (including options exercisable within 60
days of the date of this filing for 105,400 shares of Common
Stock), which represent approximately 47.3% of the outstanding
Common Stock. The beneficial ownership of shares of Common Stock
(or equivalents thereof) by each of the Reporting Persons, the
Price Group Managers and the Price Charities Directors and
Officers is as follows:(3)
Price Group presently may be deemed to beneficially own
5,845,890 shares of Common Stock, which represent
approximately 19.7% of the outstanding Common Stock, no
shares over which it may be deemed to have sole voting
and dispositive power and 5,845,890 shares over which it
may be deemed to have shared voting and dispositive
power.
Price Charities presently may be deemed to beneficially
own 3,885,335 shares of Common Stock, which represent
approximately 13.1% of the outstanding Common Stock, no
shares over which it may be deemed to have sole voting
and dispositive power and 3,885,335 shares over which it
may be deemed to have shared voting and dispositive
power.
Mr. S. Price presently may be deemed to beneficially own
10,622,984 shares of Common Stock, which represent
approximately 35.8% of the outstanding Common Stock,
891,759 shares over which he may be deemed to have sole
voting and dispositive power and 9,731,225 shares over
which he may be deemed to have shared voting and
dispositive power.
Mr. R. Price presently may be deemed to beneficially own
12,863,109 shares of Common Stock, which represent
approximately 43.3% of the outstanding Common Stock, 610
shares over which he may be deemed to have sole voting
and dispositive power and 12,862,499 shares over which
he may be deemed to have shared voting and dispositive
power. Allison Price is the wife of Mr. R. Price. To the
extent she may be deemed to beneficially own any shares,
they are included in the shares reported as may be
deemed to be beneficially owned by Mr. R. Price.
Mr. McGrory presently may be deemed to beneficially own
the equivalent of 9,743,635 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 7,200 shares of Common Stock),
which represent approximately 32.8% of the outstanding
Common Stock, 7,200 shares over which he may be deemed
to have sole voting and
________________________________________________________________________________
exercise of all stock options (if any) exercisable within 60 days of the date of
this filing that may be deemed to be beneficially owned by the person(s) whose
percentage ownership is being calculated.
(3) Shares of Common Stock (or equivalents thereof) disclosed for each
of the Price Group Managers and the Price Charities Directors and Officers
include shares that may be deemed to be beneficially owned by more than one
person. In particular, the shares disclosed for each of the Price Group Managers
all include 5,845,890 shares held by Price Group, and the shares disclosed for
each of the Price Charities Directors and Officers all include 3,885,335 shares
held by Price Charities.
Disclosure of shares should not be construed as an admission of
beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 13 of 17
dispositive power and 9,736,435 shares over which he may
be deemed to have shared voting and dispositive power.
Mr. Galinson presently may be deemed to beneficially own
the equivalent of 9,751,125 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 7,400 shares of Common Stock),
which represent approximately 32.8% of the outstanding
Common Stock, 19,900 shares over which he may be deemed
to have sole voting and dispositive power and 9,731,225
shares over which he may be deemed to have shared voting
and dispositive power.
Mr. Wolcott presently may be deemed to beneficially own
25,800 shares of Common Stock (including options
exercisable within 60 days of the date of this filing
for 800 shares of Common Stock), which represents
approximately 0.1% of the outstanding Common Stock,
25,800 shares over which he may be deemed to have sole
voting and dispositive power and no shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. Laparte presently may be deemed to beneficially own
357,346 shares of Common Stock (including options
exercisable within 60 days of the date of this filing
for 90,000 shares of Common Stock and restricted stock
awards vesting at least 60 days after the date of this
filing over which Mr. Laparte may exercise only voting
control for 245,000 shares of Common Stock), which
represents approximately 1.2% of the outstanding Common
Stock, 357,346 shares over which he may be deemed to
have sole voting and dispositive power and no shares
over which he may be deemed to have shared voting and
dispositive power.
Mr. Gorham presently may be deemed to beneficially own
3,885,335 shares of Common Stock, which represent
approximately 13.1% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 3,885,335 shares over which he
may be deemed to have shared voting and dispositive
power.
Ms. Bahrambeygui presently may be deemed to beneficially
own 9,771,473 shares of Common Stock, which represent
approximately 32.9% of the outstanding Common Stock, no
shares over which she may be deemed to have sole voting
and dispositive power and 9,771,473 shares over which
she may be deemed to have shared voting and dispositive
power.
Except as set forth below, to the extent any of the Reporting
Persons, the Price Group Managers or the Price Charities
Directors and Officers may be deemed to share the power to vote
or dispose of any of the shares disclosed above, such power is
shared only with one or more of the Reporting Persons, the Price
Group Managers or the Price Charities Directors and Officers.
The exceptions are as follows:
Mr. R. Price and Ms. A. Price may be deemed to share
voting and dispositive power over 18,805 shares of
Common Stock with Rebecca Brewer (formerly Rebecca
Price) and 18,805 shares of Common Stock with Sarah
Price. Ms. Brewer is employed by the Price Family
Charitable Fund, and Ms. S. Price is an actress.
Mr. McGrory may be deemed to share voting and
dispositive power over 5,210 shares of Common Stock with
Ben Price. Mr. B. Price is self-employed.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 14 of 17
Ms. Bahrambeygui may be deemed to share voting and
dispositive power over 40,248 shares of Common stock
with Joe Satz. The principal occupation of Mr. Satz is
employee of Price Group
The principal business address of each of Ms. Brewer,
Ms. S. Price, Mr. B. Price and Mr. Satz is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037.
None of Ms. Brewer, Ms. S. Price, Mr. B. Price and Mr.
Satz has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which any such person was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation of such laws.
Each of Ms. Brewer, Ms. S. Price, Mr. B. Price and Mr.
Satz is a citizen of the United States of America.
Except for PriceSmart securities held by Price Group, Price
Group disclaims beneficial ownership of all PriceSmart
securities that may be deemed to be beneficially owned any other
Reporting Person, any of the Price Group Managers or any of the
Price Charities Directors and Officers.
Except for PriceSmart securities held by Price Charities, Price
Charities disclaims beneficial ownership of all PriceSmart
securities that may be deemed to be beneficially owned by any
other Reporting Person, any of the Price Group Managers or any
of the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. S. Price, either
directly or through entities under his control, Mr. S. Price
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by any other Reporting
Person, any of the Price Group Managers or any of the Price
Charities Directors and Officers.
Except for PriceSmart securities held by Mr. R. Price, either
directly or through entities under his control, Mr. R. Price
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by any other Reporting
Person, any of the Price Group Managers or any of the Price
Charities Directors and Officers.
Except for PriceSmart securities held by Mr. McGrory, either
directly or through entities under his control, Mr. McGrory
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by any other Reporting
Person, any of the Price Group Managers or any of the Price
Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Galinson, either
directly or through entities under his control, Mr. Galinson
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by any other Reporting
Person, any of the Price Group Managers or any of the Price
Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Wolcott, either
directly or through entities under his control, Mr. Wolcott
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by any other Reporting
Person, any of the Price Group Managers or any of the Price
Charities Directors and Officers.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 15 of 17
Except for PriceSmart securities held by Mr. Laparte, either
directly or through entities under his control, Mr. Laparte
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by any other Reporting
Person, any of the Price Group Managers or any of the Price
Charities Directors and Officers.
Items 5(c) of the Schedule 13D is hereby amended to include the following
information:
(c) The information set forth above in Item 4 is hereby incorporated
by reference in response to this Item 5(c).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 16 of 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 28, 2008
THE PRICE GROUP LLC
/s/ Jack McGrory
----------------------------------------
By: Jack McGrory
Title: Manager
PRICE CHARITIES
/s/ Jack McGrory
----------------------------------------
By: Jack McGrory
Title: Executive Vice President
SOL PRICE
/s/ Sol Price
----------------------------------------
ROBERT E. PRICE
/s/ Robert E. Price
----------------------------------------
JACK MCGRORY
/s/ Jack McGrory
----------------------------------------
MURRAY GALINSON
/s/ Murray Galinson
----------------------------------------
KEENE WOLCOTT
/s/ Keene Wolcott
----------------------------------------
JOSE LUIS LAPARTE
/s/ Jose Luis Laparte
----------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 17 of 17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Joint Filing Agreement, dated as of October 29, 2004, by
and among The Price Group LLC, San Diego Revitalization
Corp., Sol Price and Robert E. Price (incorporated by
reference to Exhibit 1 to the Schedule 13D filed by The
Price Group LLC, San Diego Revitalization Corp., Sol
Price and Robert E. Price with the SEC on October 29,
2004).
2 Stock Purchase Agreement, dated as of April 19, 2005, by
and among PriceSmart, Inc., The Price Group LLC, the Sol
and Helen Price Trust and the Robert and Allison Price
Trust (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed by PriceSmart, Inc.
with the SEC on April 22, 2005).
3 Grant Agreement, dated as of December 22, 2005, by and
among Sol Price, the Sol and Helen Price Trust and San
Diego Revitalization Corp. (incorporated by reference to
Exhibit 3 to Amendment No. 4 to Schedule 13D filed by
The Price Group LLC, San Diego Revitalization Corp., Sol
Price and Robert E. Price with the SEC on January 9,
2006).
4 Put Option Agreement, dated as of September 20, 2004,
and amended and restated as of January 7, 2005, by and
between The Price Group LLC and International Finance
Corporation (incorporated by reference to Exhibit 4 to
Amendment No. 5 to Schedule 13D filed by The Price Group
LLC, San Diego Revitalization Corp., Sol Price and
Robert E. Price with the SEC on February 14, 2006).
5 Joint Filing Agreement, dated as of May 22, 2007, by and
among The Price Group LLC, Price Charities, Sol Price,
Robert E. Price, Jack McGrory, Murray Galinson and Keene
Wolcott (incorporated by reference to Exhibit 5 to
Amendment No. 8 to Schedule 13D filed by The Price Group
LLC, Price Charities, Sol Price, Robert E. Price, Jack
McGrory, Murray Galinson and Keene Wolcott with the SEC
on May 22, 2007).
6 Joint Filing Agreement, dated as of October 31, 2007, by
and among The Price Group LLC, Price Charities, Sol
Price, Robert E. Price, Jack McGrory, Murray Galinson,
Keene Wolcott and Jose Luis Laparte (incorporated by
reference to Exhibit 6 to Amendment No. 9 to Schedule
13D filed by Price Charities, Sol Price, Robert E.
Price, Jack McGrory, Murray Galinson, Keene Wolcott and
Jose Luis Laparte with the SEC on October 31, 2007).
7 Voting Agreement, dated as of November 13, 2007, by
and among The Price Group LLC, Price Charities, Sol
Price, Robert E. Price, Jack McGrory, Murray Galinson,
Keene Wolcott and Jose Luis Laparte (incorporated by
reference to Exhibit 7 to Amendment No. 10 to Schedule
13D filed by The Price Group LLC, Price Charities, Sol
Price, Robert E. Price, Jack McGrory, Murray Galinson,
Keene Wolcott and Jose Luis Laparte with the SEC on
November 15, 2007).