|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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) |
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 | 02/09/2006 | |
**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 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. |