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. 9) (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)
OCTOBER 31, 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 17 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 17 PAGES
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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
--------------------------------------------------------------------------------
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
6,820,204 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
6,820,204 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,204 (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)
23.0%
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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 PAGES
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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
--------------------------------------------------------------------------------
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 PAGES
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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
10,705,539 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
891,759 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,705,539 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,597,298 (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)
39.1%
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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 PAGES
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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
13,836,863 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
610 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
13,836,863 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,837,473 (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)
46.7%
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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 PAGES
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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
7,270 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
10,710,749 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
7,270 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,710,749 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,718,019 (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)
36.2%
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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 7 OF 17 PAGES
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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
19,770 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
10,705,539 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
19,770 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,705,539 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,725,309 (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)
36.2%
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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 8 OF 17 PAGES
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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
20,600 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
20,600 (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
20,600 (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
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 17 PAGES
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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
233,850 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
233,850 (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
233,850 (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)
0.8%
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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 10 OF 17 PAGES
This Amendment No. 9 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, and by Amendment
No. 8 thereto, filed with the SEC on May 22, 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, Mr.
R. Price, Mr. McGrory, Mr. Galinson and Mr. Wolcottt intend to act as a group
with respect to voting of the Common Stock. On October 31, 2007, Jose Luis
Laparte agreed to act together with Price Group, Price Charities, Mr. S. Price,
Mr. R. Price, Mr. McGrory, Mr. Galinson and Mr. Wolcottt with respect to voting
of the Common Stock. Accordingly, this Schedule 13D is being amended to include
Mr. Laparte 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, (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
Mitch Lynn 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
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 OF 17 PAGES
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 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 each of Mr.
Wolcott and Mr. Laparte 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, 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 each of Mr. Gorham and Mr. Lynn 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:
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:
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 12 OF 17 PAGES
(a)-(b) The Reporting Persons presently may be deemed to beneficially
own, in the aggregate and as a group, 15,015,932 shares of
Common Stock (including options exercisable, and restricted
stock awards vesting, within 60 days of the date of this filing
for 120,020 shares of Common Stock), which represent
approximately 50.5% of the 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 15,056,180
shares of Common Stock (including options exercisable, and
restricted stock awards vesting, within 60 days of the date of
this filing for 120,020 shares of Common Stock), which represent
approximately 50.6% 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 23.0% 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 39.1% 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 46.7% of the outstanding Common Stock, 610
shares over which he may be deemed to have sole voting
and dispositive
----------------------
(2) All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 29,635,560 shares of Common Stock estimated to be
issued and outstanding as of June 30, 2007, as reported in the Form 10-Q, filed
by PriceSmart with the SEC on July 3, 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 13 OF 17 PAGES
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 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 36.2% 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 36.2% 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
20,600 shares of Common Stock (including options
exercisable within 60 days of the date of this filing
for 600 shares of Common Stock), which represents
approximately 0.1% of the outstanding Common Stock,
20,600 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
233,850 shares of Common Stock (including options
exercisable, and restricted stock awards vesting, within
60 days of the date of this filing for 104,880 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 125,120
shares of Common Stock) which represents approximately
0.8% of the outstanding Common Stock, 233,850 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 23.0% 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 10,745,787 shares of Common Stock, which represent
approximately 36.3% of the outstanding Common Stock, no
shares over which she may be deemed to have sole voting
and dispositive power and 10,745,787 shares over which
she may be deemed to have shared voting and dispositive
power.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 14 OF 17 PAGES
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.
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.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 15 OF 17 PAGES
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.
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.
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
----------- ----------------------
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 (filed herewith).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 16 OF 17 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: October 31, 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
-----------------------------------
JOSE LUIS LAPARTE
/s/ Jose Luis Laparte
-----------------------------------
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 17 OF 17 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 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 (filed herewith).
Exhibit 6
---------
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 31st day of October, 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 6
---------
MURRAY GALINSON
/s/ Murray Galinson
-----------------------------------------
KEENE WOLCOTT
/s/ Keene Wolcott
-----------------------------------------
JOSE LUIS LAPARTE
/s/ Jose Luis Laparte
-----------------------------------------