UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-102)
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. 8)(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)
MAY 21, 2007
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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 16 pages)
__________________________
(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 16 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
0 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
6,820,204 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,820,204 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,820,204 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.1%
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 OF 16 PAGES
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NAME OF REPORTING PERSONS
1 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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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
0 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,885,335 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,885,335 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,885,335 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.1%
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TYPE OF REPORTING PERSON*
14
OO - Nonprofit Corporation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 16 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF, WC, AF, OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
891,759 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,705,539 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
891,759 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,705,539 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,597,298 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
39.2%
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TYPE OF REPORTING PERSON*
14
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 16 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF, WC, AF, OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
610 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
13,836,863 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
610 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
13,836,863 (See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
13,837,473 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
46.8%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 16 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jack McGrory
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF, WC, AF, OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
7,270 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,710,749 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
7,270 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,710,749 (See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,718,019 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
36.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 OF 16 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Murray Galinson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
19,770 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,705,539 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
19,770 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,705,539 (See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,725,309 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
36.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 16 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keene Wolcott
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
20,000 (See Item 5)
SHARES ---------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 5)
OWNED BY ---------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
20,000 (See Item 5)
PERSON ---------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
20,000 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.1%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 16 PAGES
This Amendment No. 8 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 Group"), Price
Charities (formerly known as San Diego Revitalization Corp.), a California
nonprofit corporation ("Price Charities"), 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 (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.
As previously disclosed, Price Group, Price Charities, Mr. S. Price and
Mr. R. Price intend to act as a group with respect to voting of the Common
Stock. On May 21, 2007, each of Jack McGrory, Murray Galinson and Keene Wolcott
agreed to act together with Price Group, Price Charities, Mr. S. Price and Mr.
R. Price with respect to voting of the Common Stock. Accordingly, this Schedule
13D is being amended to include each of Mr. McGrory, Mr. Galinson and Mr.
Wolcott as a reporting person hereunder.
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,
and (vii) Keene Wolcott, a natural person and citizen of the
Unites States of America (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
Mitch Lynn 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 Secretary and Treasurer
Each Reporting Person affirms membership in a group with each
other Reporting Person. Each Reporting Person disclaims
membership in a group
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 OF 16 PAGES
with the Price Group Managers (other than to the extent any of
the Price Group Managers are also Reporting Persons) and the
Price Charities 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 (other than Mr. Lynn) and the Price Charities
Directors and Officers, is 7979 Ivanhoe Avenue, Suite 520, La
Jolla, California 92037. The principal business address of Mr.
Wolcott is 9740 Scranton Road, San Diego, California 92121.
The principal business address of Mr. Lynn is 2245 San Diego
Avenue, No. 223, San Diego, California 92110.
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 and Mr.
Galinson 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 each
of Mr. Gorham and Mr. Lynn is self-employed investor. The
principal occupation of Ms. Bahrambeygui is employee of Price
Group. 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:
The Reporting Persons have agreed to act together with respect to voting of
the Common Stock and thus may be deemed to be a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended. The
Reporting Persons, in the aggregate, beneficially own over 50% of the
outstanding Common Stock and thus may be deemed to control PriceSmart. In
addition, due to such beneficial ownership and control, PriceSmart may be
deemed to be (and the Reporting Persons intend for PriceSmart to be) a
"controlled company" within the meaning of the Nasdaq Stock Market's
listing standards.
The Reporting Persons intend to exercise control over PriceSmart for the
indefinite future.
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) The Reporting Persons presently may be deemed to beneficially
own, in the aggregate and as a group, 14,781,482 shares of
Common Stock (including options exercisable within 60 days of
the date of this filing for 14,540 shares of Common Stock),
which represent approximately 50.0% of the
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 OF 16 PAGES
outstanding Common Stock.((2)) The Reporting Persons, the
Price Group Managers and the Price Charities Directors and
Officers presently may be deemed to beneficially own, in the
aggregate, the equivalent of 14,781,482 shares of Common Stock
(including options exercisable within 60 days of the date of
this filing for 14,540 shares of Common Stock), which
represent approximately 50.0% 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 6,820,204 shares of Common
Stock, which represent approximately 23.1% of the
outstanding Common Stock, no shares over which it
may be deemed to have sole voting and dispositive
power and 6,820,204 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 11,597,298 shares of Common
Stock, which represent approximately 39.2% of the
outstanding Common Stock, 891,759 shares over
which he may be deemed to have sole voting and
dispositive power and 10,705,539 shares over
which he may be deemed to have shared voting and
dispositive power. Helen Price is the wife of Mr.
S. 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. S. Price.
Mr. R. Price presently may be deemed to
beneficially own 13,837,473 shares of Common
Stock, which represent approximately 46.8% of the
outstanding Common Stock, 610 shares over which
he may be deemed to have sole voting and
dispositive power and 13,836,863 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
__________________________
(2) All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 29,552,580 shares of Common Stock estimated to be
issued and outstanding as of March 30, 2007, as reported in the Prospectus
Supplement No. 1, filed by PriceSmart with the SEC on May 2, 2007, plus (ii) the
shares of Common Stock issuable upon the 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 6,820,204 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 12 OF 16 PAGES
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 10,718,019
shares of Common Stock (including options
exercisable within 60 days of the date of this
filing for 7,270 shares of Common Stock), which
represent approximately 36.3% of the outstanding
Common Stock, 7,270 shares over which he may be
deemed to have sole voting and dispositive power
and 10,710,749 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 10,725,309
shares of Common Stock (including options
exercisable within 60 days of the date of this
filing for 7,270 shares of Common Stock), which
represent approximately 36.3% of the outstanding
Common Stock, 19,770 shares over which he may be
deemed to have sole voting and dispositive power
and 10,705,539 shares over which he may be deemed
to have shared voting and dispositive power.
Mr. Wolcott presently may be deemed to
beneficially own 20,000 shares of Common Stock,
which represents approximately 0.1% of the
outstanding Common Stock, 20,000 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. Lynn presently may be deemed to beneficially
own 6,820,204 shares of Common Stock, which
represent approximately 23.1% of the outstanding
Common Stock, no shares over which he may be
deemed to have sole voting and dispositive power
and 6,820,204 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 3,885,335 shares of Common
Stock, which represent approximately 13.1% of the
outstanding Common Stock, no shares over which
she may be deemed to have sole voting and
dispositive power and 3,885,335 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.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 13 OF 16 PAGES
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.
The principal business address of each of Ms.
Brewer, Ms. S. Price and Mr. B. Price is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
None of Ms. Brewer, Ms. S. Price and Mr. B.
Price 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 and Mr. B.
Price 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 14 OF 16 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to include the following
information:
The information set forth in Item 4 above is hereby incorporated herein by
reference in its entirety in response to this Item 6.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to include the following
information:
Exhibit No. Description of Exhibit
----------- ----------------------
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 (filed herewith).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 15 OF 16 PAGES
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: May 22, 2007
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
----------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 16 OF 16 PAGES
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 13 D 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 (filed herewith).
EXHIBIT 5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a Schedule 13D (including any and all amendments thereto) with
respect to the common stock, par value $0.0001 per share, of PriceSmart, Inc.,
and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
the timely filing of such Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided that no party is responsible for the completeness or accuracy
of the information concerning any other filing party, unless such party knows or
has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original instrument, but
all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement this 22nd day of May, 2007.
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 PRICE
/s/ Robert Price
----------------------------------------
JACK MCGRORY
/s/ Jack McGrory
----------------------------------------
EXHIBIT 5
MURRAY GALINSON
/s/ Murray Galinson
----------------------------------------
KEENE WOLCOTT
/s/ Keene Wolcott
----------------------------------------