fp0004210_sc13ga.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 2)*

PriceSmart, Inc.
(Name of Issuer)

Common Stock
 
 
741511109
(CUSIP Number)

December 31, 2011
    (Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[ x]
Rule 13d-1(b)
 
[   ]
Rule 13d-1(c)
 
[   ]
Rule 13d-1(d)
____________________

*           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 the disclosures provided in a prior cover page.
 
The information required in 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
13G
Page 2 of 5 Pages

1
NAMES OF REPORTING PERSONS
 
The London Company
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Virginia
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
1,455,352
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
1,455,352
8
SHARED DISPOSITIVE POWER
 
29,025
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,484,377
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 4.96%
12
TYPE OF REPORTING PERSON
 
IA

 
 
 

CUSIP NO.                      741511109
13G
Page 3 of 5 Pages

Item 1.
(a)
Name of Issuer:

PriceSmart, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

9740 Scranton Road
San Diego, California  92121

Item 2.
(a)
Name of Person Filing:

The London Company

 
(b)
Address of Principal Business Office or, if None, Residence:

1801 Bayberry Court, Suite 301
Richmond, Virginia 23226

 
(c)
Citizenship:

Virginia

 
(d)
Title of Class of Securities:

Common Stock

 
(e)
CUSIP Number:

741511109

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
[   ]
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
(b)
[   ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
[   ]
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
[   ]
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
[ x]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
[   ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
[   ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
[   ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
[   ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
[   ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
 
 
 
CUSIP NO.                      741511109
13G
Page 4 of 5 Pages

Item 4.
Ownership.

(a)
Amount beneficially owned:
1,484,377
(b)
Percent of class:
4.96%
(c)
Number of shares as to which the person has:
  
 
(i)
Sole power to vote or to direct the vote:
1,455,352
 
(ii)
Shared power to vote or to direct the vote:
None
 
(iii)
Sole power to dispose or to direct the disposition of:
1,455,352
 
(iv)
Shared power to dispose or to direct the disposition of:
29,025

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [ X ]

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

Item 8.
Identification and Classification of Members of the Group.

Not applicable

Item 9.
Notice of Dissolution of Group.

Not applicable

 
 
 

CUSIP NO.                      741511109
13G
Page 5 of 5 Pages
 
Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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.

 
The London Company
     
 
By: /s/ Andrew J. Wetzel
  
 
Name:  Andrew J. Wetzel
  
 
Title:    Chief Compliance Officer
  
     
 
Date:    February 9, 2012