FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person * GALINSON MURRAY   2. Issuer Name and Ticker or Trading Symbol PRICESMART INC [PSMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7979 IVANHOE AVENUE, SUITE 520 3. Date of Earliest Transaction (Month/Day/Year) 07/10/2009 (Street) LA JOLLA, CA 92037 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/10/2009   J(9)   854,584 A (9) 867,084 D   Common Stock 07/10/2009   J(9)   5,845,890 D (9) 0 I As co-manager of The Price Group LLC (1) Common Stock 07/10/2009   J(9)   119,731 A (9) 119,731 I Through the Galinson Family Partnership II (10)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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

$ 6.24

(4)

01/08/2010

Common Stock

1,000

1,000

D

Common Stock Option

$ 7.63

(5)

02/25/2011

Common Stock

1,000

1,000

D

Common Stock Option

$ 8.18

(6)

01/24/2012

Common Stock

1,000

1,000

D

Common Stock Option

$ 15.66

(7)

01/23/2013

Common Stock

1,000

1,000

D

Common Stock Option

$ 23.61

(8)

02/26/2014

Common Stock

1,000

1,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GALINSON MURRAY 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA 92037	X

Signatures

/s/ Murray Galinson		07/14/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).
(5)	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.
(6)	These options vest 20% annually beginning on the first anniversary (01/24/2007) of the date of grant (01/24/2006).
(7)	These options vest 20% annually beginning on the first anniversary (01/23/2008) of the date of grant (01/23/2007).
(8)	These options vest 20% annually beginning on the first anniversary (02/26/2009) of the date of grant (02/26/2008).
(9)	On July 10, 2009, the Murray and Elaine Galinson Trust Dated 04/07/88 and the Galinson Family Partnership II withdrew as members of The Price Group LLC (the "Price Group"), and Mr. Galinson resigned as a manager of Price Group. As a result, Mr. Galinson may no longer be deemed to beneficially own, for purposes of Section 13 or 16 of the Exchange Act, any securities held by Price Group. In connection with such withdrawal, Price Group made a distribution in kind of 974,315 shares of common stock of PriceSmart, Inc. to the Murray and Elaine Galinson Trust Dated 04/07/88 and the Galinson Family Partnership II.
(10)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein.

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