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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 | ||||||||
| 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 Options | $ 8.18 | (8) | 01/24/2012 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCGRORY JACK 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA 92037 |
X | |||
| /s/ Jack McGrory | 05/03/2006 | |
| **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 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 member and manager of The Price Group, LLC, a California limited liaiblity company ("Price Group"). On May 1, 2006, the reporting person purchased an additional 1.49% membership interest in Price Group. Such purchase could be deemed to be an indirect acquisition by the reporting person of an additional 1.49% (or approximately 110,087 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. The reporting person paid a single, unitary purchase price for such additional membership interest in Price Group and has 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 he could be deemed to have acquired such 110,087 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 he could be deemed to have acquired such 110,087 shares of PriceSmart Common Stock. Such estimate is an estimate only and is not intended to be dispositive. | |