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CUSIP NO. 741511109

SCHEDULE 13D/A

	1.	Names of Reporting Persons Robert E. Price
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF, WC, AF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 944,395 (See Item 5)
			8.	Shared Voting Power 8,353,885 (See Item 5)
			9.	Sole Dispositive Power 944,395 (See Item 5)
			10.	Shared Dispositive Power 8,353,885 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,298,280 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
	13.	Percent of Class Represented by Amount in Row (11) 31.1%1
	14.	Type of Reporting Person (See Instructions) IN

 

 

CUSIP NO. 741511109

SCHEDULE 13D/A

	1.	Names of Reporting Persons Price Charities (formerly known as San Diego Revitalization Corp.)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,889,335 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,889,335 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,889,335 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
	13.	Percent of Class Represented by Amount in Row (11) 9.7%2
	14.	Type of Reporting Person (See Instructions) OO – Nonprofit Corporation

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CUSIP NO. 741511109

SCHEDULE 13D/A

	1.	Names of Reporting Persons Sol and Helen Price Trust, dated February 20, 1970 (“Sol & Helen Price Trust”)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 0 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 0 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
	13.	Percent of Class Represented by Amount in Row (11) 0%4
	14.	Type of Reporting Person (See Instructions) OO – Trust

 

 

	Robert E. Price	Director and President
	Allison Price	Director and Vice President
	Sherry S. Bahrambeygui	Director, Executive Vice President and Secretary
	Don Levi	Director
	Margaret Meyer	Director
	Edward Spring	Director
	William Gorham	Director
	Tad Parzen	Executive Vice President
	Jeff Fisher	Chief Financial Officer

 

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6           Each of the Price Charitable Directors and Officers, other than Mr. R. Price, expressly disclaim beneficial ownership of the PriceSmart shares of Common Stock held by the Price Family Charitable Fund and accordingly has excluded such shares from the number of shares of PriceSmart Common Stock reported as beneficially owned. Mr. R. Price disclaims beneficial ownership of the PriceSmart shares of Common Stock held by Price Charities except to the extent of his voting and/or dispositive power.

(3)  Price Family Charitable Fund

The Price Family Charitable Fund may be deemed to beneficially own an aggregate of 2,384,727 shares of PriceSmart Common Stock, which represents approximately 8.0% of the outstanding Common Stock.  Of such shares, the Price Family Charitable Fund may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and shared voting and dispositive power with respect to 2,384,727 shares of Common Stock.  The Price Family Charitable Fund may be deemed to share voting and dispositive power with respect to such shares of Common Stock with Mr. R. Price in his capacity as a director and President of the Price Family Charitable Fund.  Mr. R. Price disclaims beneficial ownership of such shares except to the extent of his voting and/or dispositive power.

(4) Sol & Helen Price Trust

The Sol & Helen Price Trust may be deemed to beneficially own an aggregate of 0 shares of PriceSmart Common Stock, or 0% of the outstanding Common Stock.

(5) Sherry Bahrambeygui

Ms. Bahrambeygui may be deemed to beneficially own an aggregate of 149,958 shares of PriceSmart Common Stock, which represents approximately 0.5%% of the outstanding Common Stock.  Of such shares, Ms. Bahrambeygui may be deemed to have sole voting power with respect to 0 shares and shared voting and dispositive power with respect to 149,958 shares.  Of the shares for which Ms. Bahrambeygui may be deemed to have shared voting and dispositive power, (i) 5,210 shares are owned directly by the Benjamin Price Trust UTD 9/22/89 which Ms. Bahrambeygui and Mr. R. Price are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (ii) 916 shares are owned directly by the Rebecca Price Trust UTD 5/6/97 which Ms. Bahrambeygui and Mr. Max Edward Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iii) 916 shares are owned directly by the Sarah Price Trust UTD 5/6/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iv) 916 shares are owned directly by the David Price Trust UTD 5/6/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (v) 12,500 shares are owned directly by the Rebecca Price Trust UTD 8/1/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vi) 12,500 shares are owned directly by the Sarah Price Trust UTD 8/1/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vii) 12,500 shares are owned directly by the David Price Trust UTD 8/1/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (viii) 102,500 shares are owned directly by the Hosey Family Trust which Ms. Bahrambeygui and Mr. Patrick Hosey are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; and (ix) 2,000 shares are owned directly by Ms. Bahrambeygui’s minor children.  Each of Ms. Bahrambeygui, Mr. R. Price, Mr. Spring and Mr. Hosey disclaims beneficial ownership of the foregoing shares except to the extent of their respective voting and/or dispositive power.

(6)  William Gorham

Mr. Gorham presently beneficially owns 3,000 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock.   Of such shares, he may be deemed to have sole voting and dispositive power with respect to 3,000 shares and shared voting and dispositive power with respect to 0 shares.

(7)  Dede Alpert

Ms. Alpert presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock.  She therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(8)  John Eckstein

Mr. Eckstein presently may be deemed to beneficially own 250 shares of PriceSmart Common Stock, which represent approximately 0% of the outstanding Common Stock.  Of such shares, he may be deemed to have sole voting and dispositive power with respect to 250 shares and shared voting and dispositive power with respect to 0 shares.

(9)  Sue Reynolds

Ms. Reynolds presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock.  She therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(10)  Jack Knott

Mr. Knott presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock.  He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(11)  Jeff Fisher

Mr. Fisher presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock.  He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(12) Margaret Meyer

Ms. Meyer presently beneficially owns O shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. She therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(13) Don Levi

Mr. Levi presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(14) Tad Parzen

Mr. Parzen presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.

(15) Edward Spring

Mr. Spring presently may be deemed to beneficially own an aggregate of 41,461 shares of PriceSmart Common Stock, which represents approximately 0.1% of the outstanding Common Stock.  Of such shares, Mr. Spring may be deemed to have sole voting and dispositive power with respect to 1,213 shares and shared voting and dispositive power with respect to 40,248 shares.  Of the shares for which Mr. Spring may be deemed to have sole voting and dispositive power, (i) 1,000 shares are owned directly by Mr. Spring and (ii) 213 shares are held in Mr. Spring’s 401(k) retirement account.  Of the shares for which Mr. Spring may be deemed to have shared voting and dispositive power, (i) 916 shares are owned directly by the Rebecca Price Trust UTD 5/6/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (ii) 916 shares are owned directly by the Sarah Price Trust UTD 5/6/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iii) 916 shares are owned directly by the David Price Trust UTD 5/6/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iv) 12,500 shares are owned directly by the Rebecca Price Trust UTD 8/1/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (v) 12,500 shares are owned directly by the Sarah Price Trust UTD 8/1/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; and (vi) 12,500 shares are owned directly by the David Price Trust UTD 8/1/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares.  Each of Mr. Spring and Ms. Bahrambeygui disclaim beneficial ownership of the foregoing shares except to the extent of their respective voting and/or dispositive power.

Each of Ms. Brewer, Ms. Price Keating, Mr. D. Price, and Mr. Hosey is a citizen of the United States of America.  The principal occupations of each of the foregoing are as follows: Ms. Brewer is an employee of The Price Group LLC, Ms. Price Keating is a homemaker, Mr. D. Price is a student, and Mr. Hosey is an attorney.

Item 5(c) of this Schedule 13D is hereby amended as follows to include the following information:

 

Exhibit No.	Description of Exhibit
11	Joint Filing Agreement, dated as of March 22, 2012, by and among Price Charities, Price Family Charitable Fund, Sol and Helen Price Trust, dated February 20, 1970, and Robert E. Price (filed herewith).