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. 12) (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)
SHERRY BAHRAMBEYGUI
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)
JULY 17, 2009
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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 13)
________________________________
(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 13
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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) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, 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
California
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7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,897,260 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,897,260 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,897,260 (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 - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 of 13
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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) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, 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
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 13
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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) [_]
(b) [X]
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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
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
8,674,354 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
8,674,354 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,674,354 (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)
29.3%
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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 13
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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) [_]
(b) [X]
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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
11,810,838 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
610 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
11,810,838 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,811,448 (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)
39.8%
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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 6 of 13
This Amendment No. 12 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 Charities (formerly
known as San Diego Revitalization Corp.), a California nonprofit public benefit
corporation, 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, and by Amendment No. 9 thereto, filed with
the SEC on October 31, 2007, and by Amendment No. 10 thereto, filed with the SEC
on November 15, 2007, and by Amendment No. 11 thereto, filed with the SEC on
July 28, 2008 (such Schedule 13D, as so amended, being this "Schedule 13D").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in this Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of this 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, and (iv)
Robert E. Price, a natural person and citizen of the United
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
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:
Robert E. Price Director and President
Allison Price Director
William Gorham Director
Dede Alpert Director
John Eckstein Director
Sherry Bahrambeygui Co-Vice President and
Secretary
Jeff Fisher Chief Financial Officer
Each Reporting Person, each Price Group Manager, and each
Price Group Director and Officer disclaims membership in a
group with any person with respect to any Common Stock.
(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, the
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 of 13
Price Group Managers and the Price Charities Directors and
Officers, is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037.
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 Ms. Bahrambeygui is manager
of Price Group. The principal occupation of each of Mr. Gorham
and Ms. Alpert is self-employed investor. The principal
occupation of Mr. Eckstein is physician. The principal
occupation of Mr. Fisher 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 this Schedule 13D is hereby amended to include the following
information:
On July 10, 2009, the Jack McGrory Declaration of Trust Dated 2/9/06, the
Murray and Elaine Galinson Trust Dated 04/07/88 and the Galinson Family
Partnership II withdrew as members of Price Group. In connection with such
withdrawal, Price Group made a distribution in kind of (A) 974,315 shares
of Common Stock to the Jack McGrory Declaration of Trust Dated 2/9/06, (B)
854,584 shares of Common Stock to the Murray and Elaine Galinson Trust
Dated 04/07/88, and (C) 119,731 shares of Common Stock to the Galinson
Family Partnership II, a partnership managed by Mr. Galinson (the
"Withdrawal Distributions"). In addition, Mr. McGrory resigned as a manager
of Price Group, effective June 1, 2009, and Mr. Galinson resigned as a
manager of Price Group, effective July 10, 2009.
On July 17, 2009, the parties to that certain Voting Agreement, dated as of
November 13, 2007 (the "Voting Agreement"), by and among Price Group, Mr.
S. Price, Mr. R. Price, Mr. McGrory, Mr. Galinson, Mr. Wolcott and Mr.
Laparte, terminated the Voting Agreement (the "Voting Agreement
Termination").(2) As a result of the Voting Agreement Termination, each
of Mr. McGrory, Mr. Galinson, Mr. Wolcott and Mr. Laparte (X) terminated
his membership in a group with the Reporting Persons with respect to the
Common Stock and (Y) ceased to be a joint filer and Reporting Person under
this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as
follows:
(a)-(b) After giving effect to the Withdrawal Distributions and the
Voting Agreement Termination, the Reporting Persons presently
may be deemed to beneficially own, in the aggregate and as a
group, 11,811,448 shares of Common Stock, which represent
approximately 39.8% of the outstanding
________________________________
(2) The Voting Agreement was filed as Exhibit 7 to Amendment No. 10 to
this Schedule 13D, which was filed with the SEC on November 15, 2007.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 of 13
Common Stock.(3) The Reporting Persons, the Price Group Managers and
the Price Charities Directors and Officers presently may be deemed to
beneficially own, in the aggregate, 11,851,946 shares of Common Stock,
which represent approximately 40.0% 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:(4)
Price Group presently may be deemed to beneficially own
3,897,260 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 3,897,260 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
8,674,354 shares of Common Stock, which represent
approximately 29.3% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting and
dispositive power and 8,674,354 shares over which he may be
deemed to have shared voting and dispositive power.
Mr. R. Price presently may be deemed to beneficially own
11,811,448 shares of Common Stock, which represent
approximately 39.8% of the outstanding Common Stock, 610
shares over which he may be deemed to have sole voting and
dispositive power and 11,810,838 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.
Ms. Bahrambeygui presently may be deemed to beneficially own
7,828,053 shares of Common Stock, which represent
approximately
________________________________
(3) All calculations of percentage ownership in this Schedule 13D are based
on (i) approximately 29,650,112 shares of Common Stock estimated to be issued
and outstanding as of July 6, 2009, as reported in the Form 10-Q, filed by
PriceSmart with the SEC on July 10, 2009, 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.
(4) 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 3,897,260 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 9 of 13
26.4% of the outstanding Common Stock, no shares over which
she may be deemed to have sole voting and dispositive power
and 7,828,053 shares over which she 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. Alpert 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.
Mr. Eckstein presently may be deemed to beneficially own
3,885,585 shares of Common Stock, which represent
approximately 13.1% of the outstanding Common Stock, 250
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.
Mr. Fisher 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.
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 a homemaker.
Ms. Bahrambeygui may be deemed to share voting and
dispositive power over 40,248 shares of Common Stock with
Edward Spring and Lori House. The principal occupation of
Mr. Spring is attorney. The principal occupation of Ms.
House is employee of Price Group
The principal business address of each of Ms. Brewer, Ms. S.
Price, and Ms. House is 7979 Ivanhoe Avenue, Suite 520, La
Jolla, California 92037. The principal business address of
Mr. Spring is 10900 NE 4th Street, Bellevue, Washington
98004.
None of Ms. Brewer, Ms. S. Price, Mr. Spring, and Ms. House
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
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 of 13
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. Spring and Ms. House
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 Ms. Bahrambeygui, either
directly or through entities under her control, Ms. Bahrambeygui
disclaims beneficial ownership of all PriceSmart securities that may
be deemed to be beneficially owned by any Reporting Person, any of the
Price Group Managers or any of the Price Charities Directors and
Officers.
Except for PriceSmart securities held by Ms. Alpert, either directly
or through entities under her control, Ms. Alpert disclaims beneficial
ownership of all PriceSmart securities that may be deemed to be
beneficially owned by any Reporting Person, any of the Price Group
Managers or any of the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Eckstein, either directly
or through entities under his control, Mr. Eckstein disclaims
beneficial ownership of all PriceSmart securities that may be deemed
to be beneficially owned by any Reporting Person, any of the Price
Group Managers or any of the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Fisher, either directly
or through entities under his control, Mr. Fisher disclaims beneficial
ownership of all PriceSmart securities that may be deemed to be
beneficially owned by any Reporting Person, any of the Price Group
Managers or any of the Price Charities Directors and Officers.
Item 5(c) of this Schedule 13D is hereby amended to include the following
information:
(c) The information set forth above in Item 4 is hereby incorporated by
reference in response to this Item 5(c).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 of 13
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to include the following
information:
The information set forth above in Item 4 is hereby incorporated by
reference in response to this Item 6.
400,000 shares of the Common Stock beneficially owned by Mr. McGrory are
pledged in favor of the Sol & Helen Price Trust UTD 2/20/70 ("SHPT") as
collateral for debt owed to SHPT. In addition, 300,000 shares of the Common
Stock beneficially owned by Mr. Galinson are pledged in favor of SHPT as
collateral for debt owed to SHPT. Mr. S. Price and Mr. R. Price are
co-trustees of SHPT.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 12 of 13
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: July 21, 2009
THE PRICE GROUP LLC
/s/ Sherry Bahrambeygui
----------------------------------------
By: Sherry Bahrambeygui
Title: Manager
PRICE CHARITIES
/s/ Sherry Bahrambeygui
----------------------------------------
By: Sherry Bahrambeygui
Title: Secretary
SOL PRICE
/s/ Sol Price
----------------------------------------
ROBERT E. PRICE
/s/ Robert E. Price
----------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 13 of 13
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 (incorporated by
reference to Exhibit 6 to Amendment No. 9 to Schedule
13D filed by Price Charities, Sol Price, Robert E.
Price, Jack McGrory, Murray Galinson, Keene Wolcott and
Jose Luis Laparte with the SEC on October 31, 2007).
7 Voting Agreement, dated as of November 13, 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 (incorporated by
reference to Exhibit 7 to Amendment No. 10 to Schedule
13D filed by The Price Group LLC, Price Charities, Sol
Price, Robert E. Price, Jack McGrory, Murray Galinson,
Keene Wolcott and Jose Luis Laparte with the SEC on
November 15, 2007).