SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MCGRORY JACK

(Last)

(First)

(Middle)

7979 IVANHOE AVENUE

SUITE 520

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								619,046	I	As director of San Diego Revitalization Corp.⁽¹⁾
Common Stock	10/29/2004		P⁽¹³⁾		3,164,726	A	$8	6,427,503⁽¹²⁾	I	As co-manager of The Price Group LLC⁽²⁾
Common Stock	10/29/2004		P⁽¹⁴⁾		2,597,200	A	$8	6,427,503⁽¹²⁾	I	As co-manager of The Price Group LLC⁽²⁾
Common Stock	10/29/2004		J⁽¹⁰⁾		500,000	A	$10	6,427,503⁽¹²⁾	I	As co-manager of The Price Group LLC⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Series A Cumulative Convertible Redeemable Pref. Stock	$37.5							⁽³⁾	⁽³⁾	Common Stock	14,666		550	I	As director of San Diego Revitalization Corp.⁽¹⁾
8% Series B Cumulative Convertible Redeemable Pref. Stock	$20	10/29/2004		J⁽¹⁰⁾			5,000	⁽⁴⁾	⁽⁴⁾	Common Stock	500,000⁽¹¹⁾	⁽¹⁰⁾	0	I	As co-manager of The Price Group LLC⁽²⁾
Common Stock Option	$35.63							⁽⁵⁾	11/07/2010	Common Stock	3,000		3,000	D
Common Stock Option	$32.13							⁽⁶⁾	01/24/2011	Common Stock	1,000		1,000	D
Common Stock Option	$35							⁽⁷⁾	01/17/2008	Common Stock	1,000		1,000	D
Common Stock Option	$18.29							⁽⁸⁾	01/22/2009	Common Stock	1,000		1,000	D
Common Stock Option	$6.24							⁽⁹⁾	01/08/2010	Common Stock	1,000		1,000	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein.

3. The 8% Series A Cumulative Convertible Redeemable Preferred Stock automatically converts to Common Stock on January 17, 2012 and may be redeemed by PriceSmart for cash at any time on or after January 17, 2007.

4. The 8% Series B Cumulative Convertible Redeemable Preferred Stock automatically converts to Common Stock on July 9, 2013 and may be redeemed by PriceSmart for cash at any time on or after July 9, 2008.

5. These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000).

6. These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001).

7. These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002).

8. These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003).

9. These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).

10. On October 29, 2004, all of the Series B Preferred Stock was exchanged for Common Stock (the "Series B Exchange"). For purposes of the Series B Exchange, such Common Stock was valued at $10 per share.

11. This number represents the number of shares of Common Stock into which the Series B Preferred Stock were actually exchanged pursuant to the Series B Exchange instead of the number of shares into which the Series B Preferred Stock could have been converted pursuant to its terms.

12. This total reflects the aggregate Common Stock held by The Price Group LLC after giving effect to the Bridge Loan Conversion, the Obligations Conversion and the Series B Exchange.

13. Acquired from PriceSmart in a private placement funded by the conversion of a $25 million bridge loan, plus accrued and unpaid interest, owed by PriceSmart to The Price Group LLC (the "Bridge Loan Conversion").

14. Acquired from PriceSmart as a repayment of $20 million in current obligations, plus accrued and unpaid interest thereon, owed by PriceSmart to The Price Group LLC (the "Obligations Conversion").

	/s/ Jack McGrory	11/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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