0001188112-11-001579.txt : 20110525 0001188112-11-001579.hdr.sgml : 20110525 20110525173031 ACCESSION NUMBER: 0001188112-11-001579 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110525 DATE AS OF CHANGE: 20110525 GROUP MEMBERS: PRICE CHARITIES GROUP MEMBERS: SOL & HELEN PRICE TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE ROBERT E CENTRAL INDEX KEY: 0000934818 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: STE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICESMART INC CENTRAL INDEX KEY: 0001041803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330628530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51523 FILM NUMBER: 11871988 BUSINESS ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584048800 MAIL ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D/A 1 t70783_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 16) t70783_sc13da.htm

 
UNITED STATES
  
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
  
 
SCHEDULE 13D/A
(Rule 13d-101)
  
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 16)
 
PRICESMART, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
 
741511109
(CUSIP Number)
 
SHERRY BAHRAMBEYGUI
C/O THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2319
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
May 18, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
 
*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 (“Act”) 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
 
 
 
 
 
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
3,337,517 (See Item 5)
 
8.
Shared Voting Power
6,374,236 (See Item 5)
 
9.
Sole Dispositive Power
3,337,517 (See Item 5)
 
10.
Shared Dispositive Power
6,374,236 (See Item 5)
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
9,711,753 (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)
32.5%1
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

1           Based upon 29,897,996 shares of Common Stock outstanding as of March 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2011.
 
 
 
 
 
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
3,039,335 (See Item 5)
 
9.
Sole Dispositive Power
0 (See Item 5)
 
10.
Shared Dispositive Power
3,039,335 (See Item 5)
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,039,335 (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)
10.2%2
 
 
14.
Type of Reporting Person (See Instructions)
OO – Nonprofit Corporation
 
 
 
 
2            Based upon 29,897,996 shares of Common Stock outstanding as of March 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2011.
 
 
 
 
 
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
2,393,122 (See Item 5)
 
9.
Sole Dispositive Power
0 (See Item 5)
 
10.
Shared Dispositive Power
2,393,122 (See Item 5)
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,393,122 (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)
8.0%3
 
 
14.
Type of Reporting Person (See Instructions)
OO – Trust
 
 
 
 
3          Based upon 29,897,996 shares of Common Stock outstanding as of March 31, 2011 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2011.
 
 
 
 
 
This Amendment No. 16 (this “Amendment”) 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, and Robert E. Price and Sol Price, natural persons, 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, and by Amendment No. 12 thereto, filed with the SEC on July 21, 2009, and by Amendment No. 13 thereto, filed with the SEC on September 8, 2010, and by Amendment No. 14 thereto, filed with the SEC on September 24, 2010, and Amendment No. 15 thereto (“Amendment 15”), filed with the SEC on January 27, 2011 (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 Amendment is being jointly filed by (i) Robert E. Price, a natural person and citizen of the United States of America, (ii) Price Charities (formerly known as San Diego Revitalization Corp.), a California nonprofit public benefit corporation (“Price Charities”), and (iii) the Sol and Helen Price Trust, dated February 20, 1970, a California trust (“Sol & Helen Price Trust”) (collectively, the “Reporting Persons”).
 
The directors and 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 and Vice President  
  Sherry S. Bahrambeygui  Director, Executive Vice President and Secretary  
  William Gorham Director  
  Dede Alpert  Director  
  John Eckstein Director  
  Sue Reynolds Director  
  Jeff Fisher Chief Financial Officer  
 
Each Reporting Person and each Price Charities Director and Officer disclaims membership in a group with any person with respect to any PriceSmart Common Stock.

 
(b)-(c)
The principal executive office of Price Charities, and the principal business address of each of Mr. R. Price, the Sol & Helen Price Trust, and each of the Price Charities Directors and Officers, is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California  92037.
 
 
 
The principal business of Price Charities is to function as a public charity.  The principal business of the Sol & Helen Price Trust is to manage the assets of the trust on behalf of the beneficiary, the Price Family Charitable Fund.  The principal occupation of Mr. R. Price is President of Price Charities and Price Family Charitable Fund. Mr. R. Price also is Chairman of the Board of Directors of PriceSmart, a manager of The Price Group, LLC, the sole trustee of the Sol & Helen Price Trust and the trustee of various other family trusts.  The principal occupation of Ms. A. Price is homemaker.  Ms. A. Price is also a trustee of various family trusts.  The principal occupation of Ms. Bahrambeygui is manager of The Price Group, LLC, Executive Vice President and Secretary of Price Charities and Executive Vice President and Secretary of the Price Family Charitable Fund.  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 Chief Financial Officer of Price Charities and an employee of The Price Group, LLC.  The principal occupation of Ms. Reynolds is community developer.
 
 
(d)-(e)
During the last five years, none of the Reporting Persons, 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 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
   
Item 3 of this Schedule 13D is hereby amended to include the following information:
 
From January 31, 2011 to May 3, 2011, the Price Family Charitable Fund, of which Mr. R. Price is a director and President, acquired an aggregate of 70,000 shares of PriceSmart Common Stock from the Price Family Charitable Trust via donative transfers.   From February 1, 2011 to May 11, 2011, the Price Family Charitable Fund donated 57,270 of the shares it received from the Price Family Charitable Trust to charitable organizations.
 
ITEM 4.
PURPOSE OF TRANSACTION.
 
Item 4 of this Schedule 13D is hereby amended to include the following information:

In addition to the contemplated sales described in Amendment 15, and for the reasons described therein, on May 18, 2011, the Sol & Helen Price Trust and Price Charities each entered into a Stock Purchase Agreement with T. Rowe Price Associates, Inc., as investment adviser for and on behalf of certain funds and accounts, pursuant to which the Sol & Helen Price Trust and Price Charities each sold 500,000 shares of PriceSmart Common Stock at a price of $43.00 per share.
 
ITEM 5.
INTERESTS IN SECURITIES OF THE ISSUER.
 
Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:
 
(a)-(b)4,5
 
(1)  Robert E. Price
 
Mr. R. Price presently may be deemed to beneficially own an aggregate of 9,711,753 shares of PriceSmart Common Stock, which represents approximately 32.5% of the outstanding Common Stock.  Of such shares, Mr. R. Price may be deemed to have sole voting and dispositive power with respect to 3,337,517 shares and shared voting and dispositive power with respect to 6,374,236 shares.  Of the shares for which Mr. R. Price may be deemed to have sole voting and dispositive power, (i) 2,393,122 shares are owned directly by the Sol & Helen Price Trust, of which Mr. R. Price is sole trustee, (ii) 944,315 shares are owned directly by The Price Group, LLC which Mr. R. Price is the controlling manager of, and (iii) 80 shares are held in Mr. R. Price’s 401(k) retirement account.  Of the shares for which Mr. R. Price may be deemed to have shared voting and dispositive power, (i) 220,600 shares are owned directly by the Price Family Charitable Trust which Mr. R. Price and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (ii) 3,039,335 shares are owned directly by Price Charities which Mr. R. Price is a director and President of and as such may be deemed to share voting and dispositive power over such shares; (iii) 794,778 shares are owned directly by the Robert & Allison Price Trust which Mr. R. Price and Ms. A. Price are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iv) 2,245,168 shares are owned directly by the Robert & Allison Price Charitable Trust which Mr. R. Price and Ms. A. Price are co-trustees of and as such may deemed to share voting and dispositive power over such shares; (v) 5,210 shares are owned directly by the Benjamin Price Trust UTD 9/22/89 which Mr. R. Price and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vi) 18,805 shares are owned directly by the Rebecca Price Trust UTD 9/22/89 which Mr. R. Price, Ms. A. Price and Ms. Rebecca Price Brewer are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vii) 18,805 shares are owned directly by the Sarah Price Trust UTD 9/22/89 which Mr. R. Price, Ms. A. Price and Ms. Sarah Price Keating are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (viii) 18,805 shares are owned directly by the David Price Trust UTD 9/22/89 which Mr. R. Price, Ms. A. Price and Mr. David Price are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; and (ix) 12,730 shares are owned by The Price Family Charitable Fund which Mr. R. Price is a director and President of and as such may be deemed to share voting and dispositive power over such shares.  Ms. A. 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.  Each of Mr. R. Price, Ms. A. Price, Ms. Bahrambeygui, Ms. Price Keating, Ms. Brewer and Mr. D. Price disclaims beneficial ownership of the foregoing shares except to the extent of their respective voting and/or dispositive power.
 
 
 
4           Each of the Price Charities Directors and Officers, other than Mr. R. Price, expressly disclaim beneficial ownership of the PriceSmart shares of Common Stock held by the Price Charities 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.
 
5           The percentage of shares reported as beneficially owned is based on 29,897,996 shares of Common Stock outstanding as of March 31, 2011 as reported in PriceSmart, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2011.
 
 
 
 
 
(2)  Price Charities
 
Price Charities presently may be deemed to beneficially own an aggregate of 3,039,335 shares of PriceSmart Common Stock, which represents approximately 10.2% of the outstanding Common Stock.  Of such shares, Price Charities 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 3,039,335 shares of Common Stock.  Price Charities 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 Price Charities.  Mr. R. Price disclaims beneficial ownership of such shares except to the extent of his voting and/or dispositive power.
 
(3)  Sol & Helen Price Trust
 
The Sol & Helen Price Trust presently may be deemed to beneficially own an aggregate of 2,393,122 shares of PriceSmart Common Stock, which represents approximately 8.0% of the outstanding Common Stock.  Of such shares, the Sol & Helen Price Trust may be deemed to have sole voting and dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 2,393,122 shares of Common Stock.  The Sol & Helen Price Trust may be deemed to share voting and dispositive power over such shares with Mr. R. Price in his capacity as sole trustee of the Sol & Helen Price Trust.
 
(4) Sherry Bahrambeygui
 
Ms. Bahrambeygui may be deemed to beneficially own an aggregate of 412,173 shares of PriceSmart Common Stock, which represents approximately 1.4% of the outstanding Common Stock.  Of such shares, Ms. Bahrambeygui may be deemed to have sole voting power with respect to 80,000 shares and shared voting and dispositive power with respect to 332,173 shares.  Of the shares for which Ms. Bahrambeygui may be deemed to have shared voting and dispositive power, (i) 220,600 shares are owned directly by the Price Family Charitable Trust 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) 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; (iii) 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; (iv) 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; (v) 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; (vi) 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; (vii) 12,500 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; (viii) 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; (ix) 64,115 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 (x) 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.
 
(5)  William Gorham
 
Mr. Gorham presently beneficially owns 3,000 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.
 
(6)  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.
 
(7)  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.
 
(8)  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.
 
 
 
 
 
(9)  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.
 
Each of Ms. Brewer, Ms. Price Keating, Mr. D. Price, Mr. Spring, 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, Mr. Spring is an attorney and Mr. Hosey is an attorney.
 
Item 5(c) of this Schedule 13D is hereby amended as follows to include the following information:
 
 
 
(c)
The following transactions in PriceSmart’s Common Stock were effected by the Reporting Persons and Price Charities Directors and Officers in the 60 days prior to the filing date of this Amendment:
 
● The Reporting Persons effected the following transactions in the 60 days prior to the filing date of this Amendment:
 
 
Party Effecting
Transaction
  
Transaction Date
  
Shares Disposed
  
Average Price Per
Share
  
Description of
Transaction
 
Price Charities
  
03/28/2011
  
575
  
$35.0491
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
03/28/2011
  
575
  
$35.0491
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
03/29/2011
  
17,750
  
$35.3927
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
03/29/2011
  
17,750
  
$35.3927
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
03/30/2011
  
14,491
  
$36.0188
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
03/30/2011
  
2,900
  
$36.4871
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
03/30/2011
  
14,491
  
$36.0188
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
03/30/2011
  
2,900
  
$36.4871
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
03/31/2011
  
6,950
  
$36.5242
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
03/31/2011
  
6,950
  
$36.5242
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/01/2011
  
8,330
  
$37.0161
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
 
 
 
 
 
Price Charities
  
04/01/2011
  
2,870
  
$37.3995
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/01/2011
  
8,330
  
$37.0162
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/01/2011
  
2,870
  
$37.3996
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/04/2011
  
8,850
  
$37.0537
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/04/2011
  
8,850
  
$37.0537
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/05/2011
  
6,700
  
$37.283
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/05/2011
  
5,800
  
$37.7725
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/05/2011
  
6,700
  
$37.283
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/05/2011
  
5,800
  
$37.7725
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/06/2011
  
14,400
  
$37.2622
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/06/2011
  
14,400
  
$37.2622
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/07/2011
  
14,335
  
$38.2067
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/07/2011
  
3,900
  
$38.6962
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/07/2011
  
14,335
  
$38.2067
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
04/07/2011
  
3,900
  
$38.6962
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
04/08/2011
  
850
  
$38.4906
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
 
 
 
 
 
Sol & Helen Price Trust
  
04/08/2011
  
850
  
$38.4906
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Robert and Allison
Price Trust UDT
1/10/75
  
04/14/2011
  
22,000
  
$0
  
Charitable donation
 
Price Family Charitable
Trust
  
05/02/2011
  
5,000
  
$0
  
Charitable donation (6)
 
 
Price Family Charitable
Trust
  
05/03/2011
  
35,000
  
$0
  
Charitable donation (7)
 
  Price Family Charitable Fund   05/03/2011   1,650   $0  
Charitable donation
 
  Price Family Charitable Fund   05/04/2011   18,838   $0  
Charitable donation
 
  Price Family Charitable Fund   05/9/2011   4,800   $0  
Charitable donation
 
 
Price Charities
  
05/10/2011
  
14,294
  
$46.2997
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/10/2011
  
13,106
  
$46.2997
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/11/2011
  
12,990
  
$46.6273
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/11/2011
  
11,910
  
$46.6273
  
Open market sale
pursuant to Rule 10b5-1
trading plan
  Price Family Charitable Fund   05/11/2011   2,750   $0  
Charitable donation
 
 
Price Charities
  
05/12/2011
  
7,587
  
$46.8788
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/12/2011
  
12,602
  
$47.5009
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/12/2011
  
6,956
  
$46.8788
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/12/2011
  
11,555
  
$47.5009
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/13/2011
  
13,303
  
$47.2702
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/13/2011
  
12,197
  
$47.2702
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/16/2011
  
19,511
  
$46.3164
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/16/2011
  
834
  
$47.0226
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/17/2011
  
15,076
  
$45.6259
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
________________
6 These shares were donated to the Price Family Charitable Fund.
 
7 These shares were donated to the Price Family Charitable Fund.
 
 
 
 
 
 
 
Sol & Helen Price Trust
  
05/16/2011
  
17,889
  
$46.3164
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/16/2011
  
766
  
$47.0227
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/17/2011
  
13,824
  
$45.6259
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/18/2011
  
5,867
  
$45.3053
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/18/2011
  
4,045
  
$46.2322
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/18/2011
  
500,000
  
$43.00
  
Entry into stock
purchase agreement;
settlement has not yet
occurred
 
Sol & Helen Price Trust
  
05/18/2011
  
5,379
  
$45.3053
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/18/2011
  
3,709
  
$46.2322
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/18/2011
  
500,000
  
$43.00
  
Entry into stock
purchase agreement;
settlement has not yet
occurred
 
Price Charities
  
05/19/2011
  
12,259
  
$46.4235
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/19/2011
  
11,241
  
$46.4235
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/20/2011
  
39,130
  
$43.1521
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/20/2011
  
7,561
  
$43.8816
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/20/2011
  
1,460
  
$45.1948
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Price Charities
  
05/20/2011
  
679
  
$45.9721
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/20/2011
  
35,878
  
$43.1521
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
 
 
 
 
 
Sol & Helen Price Trust
  
05/20/2011
  
6,931
  
$43.8816
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/20/2011
  
1,340
  
$45.1947
  
Open market sale
pursuant to Rule 10b5-1
trading plan
 
Sol & Helen Price Trust
  
05/20/2011
  
621
  
$45.9725
  
Open market sale
pursuant to Rule 10b5-1
trading plan
  Price Charities   05/23/2011   6,032   $42.7388   Open market sale
pursuant to Rule 10b5-1
trading plan
  Price Charities   05/23/2011   11,340   $43.0559   Open market sale
pursuant to Rule 10b5-1
trading plan
  Sol & Helen Price Trust   05/23/2011   5,531   $42.7388   Open market sale
pursuant to Rule 10b5-1
trading plan
  Sol & Helen Price Trust   05/23/2011   10,397   $43.0559   Open market sale
pursuant to Rule 10b5-1
trading plan
  Price Charities   05/24/2011   11,050   $41.4070   Open market sale
pursuant to Rule 10b5-1
trading plan
  Price Charities   05/24/2011   4,380   $42.2006   Open market sale
pursuant to Rule 10b5-1
trading plan
  Sol & Helen Price Trust   05/24/2011   10,131   $41.4069   Open market sale
pursuant to Rule 10b5-1
trading plan
  Sol & Helen Price Trust   05/24/2011   4,017   $42.2006   Open market sale
pursuant to Rule 10b5-1
trading plan
 
●       The Price Charities Directors and Officers effected the following transactions in the 60 days prior to the filing of this Amendment:
 
●      
The Hosey Family Trust sold an aggregate of 100,000 shares of PriceSmart Common Stock at market prices ranging from $36.51 to $38.68 pursuant to a
Rule 10b5-1 trading plan;
 
●     
Mr. Gorham acquired 1,000 shares at $43.02 per share.
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
   
Item 6 of this Schedule 13D is hereby amended to include the following information:
 
As disclosed in Item 4 of this Schedule 13D, on May 18, 2011, the Sol & Helen Price Trust and Price Charities each entered into a Stock Purchase Agreement with T. Rowe Price Associates, Inc., as investment adviser for and on behalf of certain funds and accounts, pursuant to which the Sol & Helen Price Trust and Price Charities each sold 500,000 shares of PriceSmart Common Stock at a price of $43.00 per share.  The foregoing description of the Stock Purchase Agreements are qualified in their entirety by reference to the actual agreements, copies of which are filed as exhibits to this Schedule 13D and incorporated herein by reference.
 
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS.
   
Item 7 of this Schedule 13D is hereby amended to include the following additional exhibits:
 
 Exhibit No.    Description of Exhibit   
     
 9   Stock Purchase Agreement, dated May 18, 2011, by and among Price Charities, T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.
     
 10   Stock Purchase Agreement, dated May 18, 2011, by and among  Sol and Helen Price Trust u/t/d 2/20/1970, T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.
 
 
 
 
 
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: May 25, 2011
 
     
 
PRICE CHARITIES
   
 
/s/ Sherry Bahrambeygui
 
By:
Sherry Bahrambeygui
 
Title:
Executive Vice President and Secretary
   
   
 
SOL AND HELEN PRICE TRUST, DATED FEBRUARY 20, 1970
   
 
/s/ Robert E. Price
 
By:
Robert E. Price
 
Title:
Trustee
     
     
 
ROBERT E. PRICE
   
 
/s/ Robert E. Price
 
 EX-9 2 ex9.htm EXHIBIT 9 ex9.htm
EXHIBIT 9
 
Execution Version
 
STOCK PURCHASE AGREEMENT
 
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 18, 2011, by and among (i) Price Charities (the “Seller”), (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).
 
WHEREAS, the Seller desires to sell to each of the Purchasers, and each of the Purchasers severally desire to acquire from the Seller, all of the Seller’s right, title and interest in, to and under certain Shares (as defined below) of the common stock, par value $0.0001 (the “Common Stock”), of PriceSmart, Inc., a Delaware corporation (the “Company”), at a purchase price of $43.00 per share of Common Stock (the “Purchase Price”); and
 
WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of the Shares.
 
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:
 
1.
SALE AND PURCHASE OF SHARES.
 
1.1           Sale and Purchase of Shares. On the terms and subject to the conditions of this Agreement, each of the Purchasers hereby severally purchases and acquires from the Seller, and the Seller hereby sells, assigns and transfers to each of the Purchasers, that number of shares of Common Stock set forth opposite each of the Purchaser’s names on Exhibit A attached hereto (the “Shares”).
 
1.2           Purchase Price and Payment.  At the closing of the transactions constituting the purchase and sale of the Shares (the “Closing”),  (i) each of the Purchasers shall severally pay to the Seller an amount equal to the product of the Purchase Price and the number of Shares to be acquired by such Purchaser, as set forth opposite each of the Purchaser’s names on Exhibit A attached hereto, in immediately available U.S. funds by wire transfer to the brokerage account specified for the Seller on Exhibit B attached hereto and (ii) the Seller shall cause the Company to deliver to each of the Purchasers a certificate evidencing the Shares that such Purchaser is acquiring from the Seller hereunder.  Subject to the immediately following sentence, the Closing shall take place within ten (10) business days from the date hereof, unless the parties hereto agree otherwise in writing.  Notwithstanding any provision of this Agreement to the contrary, the Seller shall be under no obligation to consummate the transactions contemplated hereby unless the Purchasers, collectively, purchase at least 500,000 shares of Common Stock from the Seller at the Closing.
 
 
 
 
 
2.
REPRESENTATIONS AND WARRANTIES OF THE SELLER.
 
The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:
 
2.1           Title to Shares.  The Seller has good and marketable title to the Shares.  Such Shares, upon their transfer to each of the Purchasers to which such Shares are to be sold, shall be free and clear of any lien, encumbrance, security interest, legend, or restriction of any nature (“Liens”), and, except for restrictions that may apply as a result of any facts or circumstances relating solely to the Purchasers or their respective affiliates, such Shares shall be freely transferable by the Purchaser upon the Closing.  Upon delivery of and payment for such Shares pursuant to the terms hereof, each of the Purchasers shall acquire good and marketable title to such Shares as are set forth opposite such Purchaser’s name on Exhibit A attached hereto, free and clear of any Liens other than any such Liens created or suffered to exist by such Purchaser.
 
2.2           Authority; Binding Nature of Agreements. The Seller has the requisite power and authority to execute, deliver and perform this Agreement.  This Agreement, when executed and delivered by the Seller, will constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
2.3           No Broker-Dealer; No Finders. The transfer of the Shares by the Seller pursuant to this Agreement shall not be by or through a broker-dealer in any public offering or otherwise through a broker or finder.  No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the  Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Seller.
 
2.4           Sophisticated Seller.  The Seller possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that the Seller is capable of evaluating the merits and economic risks of selling Shares, and of protecting its own interests in connection with the sale of the Shares, and the Seller is able to bear all such economic risks now and in the future.  In entering into this Agreement and selling the Shares to be sold by it hereunder, the Seller is relying solely upon the advice of its own financial, legal and tax advisors.  The Seller acknowledges that the sale of the Shares to be sold by it hereunder is the result of independent arms-length negotiations between the Seller and each Purchaser.
 
2.5           Investment Representations.  The Purchaser and each of its directors, officers, employees, subsidiaries, affiliates, partners, agents, members, trustees, beneficiaries, successors and assigns (such persons collectively being the “Purchaser Covered Persons”) may be in possession of, and/or have access to, certain information concerning the Company and its prospects, which is not known to the Seller, some of which might be material to the Seller’s decision to sell the Shares, and neither the Purchaser nor any Purchaser Covered Person has revealed any such information to the Seller.  The Seller understands that such information may be indicative of a value for the Shares that is substantially different (higher or lower) than the price that the Shares may trade in the market or the price to be received by the Seller hereunder.  The Seller further acknowledges that the Seller is a sophisticated investor with considerable experience in investments of this nature, and the Seller understands that securities prices are a function of a large number of variables and that there is no way to predict or otherwise gauge the market’s reaction to the disclosure of any material information.  With full recognition of the foregoing, with the Seller’s acknowledgement that the Purchaser and the Purchaser Covered Persons may be in possession of certain information of the nature described above and after discussing these matters with the Seller’s legal counsel, the Seller wishes to sell the Shares to the Purchasers on the terms and pursuant to the documents the parties have negotiated.
 
 
2
 
 
2.6           Consents.  The execution and delivery by the Seller of this Agreement, and the transfer of the Shares on the terms and conditions set forth herein, do not and will not require any consent of any person or entity (including, without limitation, the Company) pursuant to any material contract or agreement to which the Seller is a party, other than the removal of the restrictive legend that is currently affixed to the certificate evidencing the Shares, which restrictive legend will be removed prior to the Closing.  The Seller is not required to file, seek or obtain any authorization, approval or order with any governmental authority in connection with the execution, delivery and performance by the Seller of this Agreement or the transfer of the Shares on the terms and conditions set forth herein, except for such filings as may be required to be made by the Seller under any applicable federal or state securities or “blue sky” laws and except as may be necessary as a result of any facts or circumstances relating to any of the Purchasers or their respective affiliates.
 
2.7           No Lock-Up.  The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.
 
3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
 
Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:
 
3.1           Authority; Binding Nature of Agreement.  Such Purchaser has provided TRPA with, and TRPA therefore has, the requisite power and authority to execute, deliver and perform this Agreement on behalf of such Purchaser.  This Agreement, when executed and delivered by TRPA on behalf of such Purchaser, will constitute the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
3.2           Consents.  The execution and delivery by such Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not require any consent of any person or entity pursuant to any material contract or agreement to which such Purchaser is a party.  Such Purchaser is not required to file, seek or obtain any authorization, approval or order with any governmental authority in connection with the execution, delivery and performance by such Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except for such filings as may be required to be made by such Purchaser under any applicable federal or state securities or “blue sky” laws and except as may be necessary as a result of any facts or circumstances relating to Seller or its affiliates.
 
 
3
 
 
3.3           Purchasing for Own Account.  The Shares to be acquired by such Purchaser hereunder are being acquired for investment purposes only for such Purchaser’s own account and not with a view to or in connection with any distribution, reoffer, resale, or other disposition not in compliance with the Act, and the rules and regulations promulgated thereunder and applicable state securities laws.
 
3.4           Prospectus. Such Purchaser has received from the Seller a prospectus and related supplements satisfying the prospectus delivery requirements under the federal securities laws and the regulations promulgated thereunder in connection with the sale of the Shares to be acquired by it hereunder.
 
3.5           No Broker-Dealer; No Finders. The purchase of the Shares by the Purchaser pursuant to this Agreement shall not be by or through a broker-dealer or otherwise through a broker or finder.  No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the  Seller for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf any Purchaser.
 
3.6           Sophisticated Investor.  Such Purchaser possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that such Purchaser is capable of evaluating the merits and economic risks of acquiring and holding Shares, and of protecting its own interests in connection with the acquisition and holding of the Shares, and such Purchaser is able to bear all such economic risks now and in the future.  In entering into this Agreement and purchasing the Shares to be acquired by it hereunder, such Purchaser is relying solely upon the advice of its own financial, legal and tax advisors.  Such Purchaser acknowledges that the acquisition of the Shares to be acquired by it hereunder is the result of independent arms-length negotiations between Seller and such Purchaser.
 
3.7           Investment Representations.  The Seller and each of its directors, officers, employees, subsidiaries, affiliates, partners, agents, members, trustees, beneficiaries, successors and assigns (such persons collectively being the “Seller Covered Persons”) may be in possession of, and/or have access to, material nonpublic information concerning the Company and its prospects, which is not known to such Purchaser, some of which might be material to such Purchaser’s decision to acquire the Shares, and neither the Seller nor any Seller Covered Person has revealed any such information to such Purchaser.  Such Purchaser understands that such information may be indicative of a value for the Shares that is substantially different (higher or lower) than the price that the Shares may trade in the market or the price to be received by Seller hereunder.  Such Purchaser further acknowledges that Purchaser is a sophisticated investor with considerable experience in investments of this nature, and such Purchaser understands that securities prices are a function of a large number of variables and that there is no way to predict or otherwise gauge the market’s reaction to the disclosure of any material information.  With full recognition of the foregoing, with such Purchaser’s acknowledgement that the Seller and the Seller Covered Persons may be in possession of material nonpublic information of the nature described above and after discussing these matters with such Purchaser’s legal counsel, such Purchaser wishes to acquire the Shares from the Seller on the terms and pursuant to the documents the parties have negotiated.
 
 
4
 
 
4.
REPRESENTATIONS AND WARRANTIES OF TRPA.
 
4.1           Authority.  TRPA represents and warrants to and for the benefit of the Seller that it has the requisite power and authority (i) to execute, deliver and perform the provisions of this Agreement (including this Article 4 and Article 6) to which it is a party (the “TRPA Provisions”) on its own behalf and (ii) to execute and deliver this Agreement on behalf of and as agent for the Purchasers.  The execution and delivery of this Agreement by TRPA on behalf of and as agent for the Purchasers binds each Purchaser to its obligations set forth herein as if such Purchaser was itself a signatory hereto.  The TRPA Provisions, when executed and delivered by TRPA, will constitute the legal, valid and binding obligation of TRPA, enforceable against TRPA in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
5.
COVENANTS
 
5.1           Restrictions on Transfer.  For a period of one hundred eighty (180) days from the Closing, none of the Purchasers shall sell, assign or transfer any of the Shares acquired by it hereunder.
 
5.2           Required Filings.  The Seller shall file a report on Form 4 with the Securities and Exchange Commission in compliance with the applicable federal securities laws in connection with the sale of the Shares to the Purchasers.
 
6.
MISCELLANEOUS PROVISIONS.
 
6.1           Expenses.  Each party shall pay the expenses and costs incurred by it incidental to the preparation of this Agreement, the performance and compliance with all agreements contained in this Agreement to be performed or complied with by them and the consummation of the transactions contemplated hereby.
 
6.2           Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the consummation of the transactions contemplated hereby.
 
6.3           Assignment; Successors and Assigns.  No party may assign or otherwise transfer this Agreement or any of its rights hereunder to any person or entity without the prior written consent of the other parties hereto.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective executors, administrators, estates, heirs, successors and assigns.
 
6.4           Entire Agreement; Amendment.  This Agreement represents the entire agreement and understanding between the parties hereto with respect to the subject matter hereof.  This Agreement may not be amended, supplemented, modified, waived, discharged or terminated except by an agreement in writing signed by the Seller and each Purchaser.
 
 
5
 
 
6.5           Governing Law; Submission to Jurisdiction.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York as it applies to contracts to be performed entirely within the State of New York by residents of such state.  Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any state or federal court sitting in the Borough of Manhattan, New York City, New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.  Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein.  Each of the parties (including, for the avoidance of doubt, TRPA) further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.  Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
 
6.6           Counterparts.  This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.
 
6.7           Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
 
6.8           Further Assurances.  The parties will, from time to time as reasonably requested to do so by the other, execute, acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to complete, ensure and perfect the consummation of the transactions contemplated hereby.
 
6.9           Notices.  All notices and other communications required or permitted under this Agreement shall be in writing and shall be sent by overnight courier (a) to the Seller at the address set forth under its name on its signature page attached hereto, (b) to T. Rowe Price Associates, Inc., on behalf of the Purchasers, at the address set forth for the Purchasers on Exhibit A, and (c) to TRPA, at the address set forth under its name on the signature page attached hereto. All such notices and other communications shall be effective or deemed given upon two (2) business days after dispatch and a courtesy copy of the notice shall also be sent by electronic mail delivery.
 
 
6
 
 
6.10           Specific Enforcement.  Notwithstanding anything to the contrary set forth herein, it is agreed and understood that monetary damages would not adequately compensate an injured party hereto for the breach of this Agreement by any other party hereto, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order.  Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
 
[Signature page follows]
 
 
7
 
 
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
 
  SELLER:
     
  PRICE CHARITIES
     
  By:
/s/ Sherry S. Bahrambeygui
 
  Name:   Sherry S. Bahrambeygui
 
Title:  Authorized Signatory
     
 
Notice Address:
Price Charities
Attn:  Sherry Bahrambeygui
7979 Ivanhoe Avenue, Suite 520
La Jolla, CA  92037
 
 
 
 
 
 
 
PURCHASERS:
     
 
T. ROWE PRICE ASSOCIATES, INC.,
investment advisor for and on behalf of the
advisory clients on Exhibit A
     
  By: /s/ Andrew Baek  
  Name:    Andrew Baek
 
Title:  VP, Senior Legal Counsel
   
 
FOR THE LIMITED PURPOSE OF
ARTICLE 4 AND ARTICLE 6, TRPA:
   
 
T. ROWE PRICE ASSOCIATES, INC.
     
  By:   /s/ Andrew Baek  
  Name:    Andrew Baek
 
Title:  VP, Senior Legal Counsel
   
 
Address for Notices to T. Rowe Price
Associates, Inc.:
 
 
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
  Attn: Andrew Baek, Vice President and
    Senior Legal Counsel
 
 
 EX-10 3 ex10.htm EXHIBIT 10 ex10.htm
EXHIBIT 10
 
Execution Version
 
STOCK PURCHASE AGREEMENT
 
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 18, 2011, by and among (i) Sol and Helen Price Trust u/t/d 2/20/1970 (the “Seller”), (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).
 
WHEREAS, the Seller desires to sell to each of the Purchasers, and each of the Purchasers severally desire to acquire from the Seller, all of the Seller’s right, title and interest in, to and under certain Shares (as defined below) of the common stock, par value $0.0001 (the “Common Stock”), of PriceSmart, Inc., a Delaware corporation (the “Company”), at a purchase price of $43.00 per share of Common Stock (the “Purchase Price”); and
 
WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of the Shares.
 
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:
 
1.
SALE AND PURCHASE OF SHARES.
 
1.1           Sale and Purchase of Shares. On the terms and subject to the conditions of this Agreement, each of the Purchasers hereby severally purchases and acquires from the Seller, and the Seller hereby sells, assigns and transfers to each of the Purchasers, that number of shares of Common Stock set forth opposite each of the Purchaser’s names on Exhibit A attached hereto (the “Shares”).
 
1.2           Purchase Price and Payment.  At the closing of the transactions constituting the purchase and sale of the Shares (the “Closing”),  (i) each of the Purchasers shall severally pay to the Seller an amount equal to the product of the Purchase Price and the number of Shares to be acquired by such Purchaser, as set forth opposite each of the Purchaser’s names on Exhibit A attached hereto, in immediately available U.S. funds by wire transfer to the brokerage account specified for the Seller on Exhibit B attached hereto and (ii) the Seller shall cause the Company to deliver to each of the Purchasers a certificate evidencing the Shares that such Purchaser is acquiring from the Seller hereunder.  Subject to the immediately following sentence, the Closing shall take place within ten (10) business days from the date hereof, unless the parties hereto agree otherwise in writing.  Notwithstanding any provision of this Agreement to the contrary, the Seller shall be under no obligation to consummate the transactions contemplated hereby unless the Purchasers, collectively, purchase at least 500,000 shares of Common Stock from the Seller at the Closing.
 
 
 
 
 
2.
REPRESENTATIONS AND WARRANTIES OF THE SELLER.
 
The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:
 
2.1           Title to Shares.  The Seller has good and marketable title to the Shares.  Such Shares, upon their transfer to each of the Purchasers to which such Shares are to be sold, shall be free and clear of any lien, encumbrance, security interest, legend, or restriction of any nature (“Liens”), and, except for restrictions that may apply as a result of any facts or circumstances relating solely to the Purchasers or their respective affiliates, such Shares shall be freely transferable by the Purchaser upon the Closing.  Upon delivery of and payment for such Shares pursuant to the terms hereof, each of the Purchasers shall acquire good and marketable title to such Shares as are set forth opposite such Purchaser’s name on Exhibit A attached hereto, free and clear of any Liens other than any such Liens created or suffered to exist by such Purchaser.
 
2.2           Authority; Binding Nature of Agreements. The Seller has the requisite power and authority to execute, deliver and perform this Agreement.  This Agreement, when executed and delivered by the Seller, will constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
2.3           No Broker-Dealer; No Finders. The transfer of the Shares by the Seller pursuant to this Agreement shall not be by or through a broker-dealer in any public offering or otherwise through a broker or finder.  No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the  Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Seller.
 
2.4           Sophisticated Seller.  The Seller possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that the Seller is capable of evaluating the merits and economic risks of selling Shares, and of protecting its own interests in connection with the sale of the Shares, and the Seller is able to bear all such economic risks now and in the future.  In entering into this Agreement and selling the Shares to be sold by it hereunder, the Seller is relying solely upon the advice of its own financial, legal and tax advisors.  The Seller acknowledges that the sale of the Shares to be sold by it hereunder is the result of independent arms-length negotiations between the Seller and each Purchaser.
 
 
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2.5           Investment Representations.  The Purchaser and each of its directors, officers, employees, subsidiaries, affiliates, partners, agents, members, trustees, beneficiaries, successors and assigns (such persons collectively being the “Purchaser Covered Persons”) may be in possession of, and/or have access to, certain information concerning the Company and its prospects, which is not known to the Seller, some of which might be material to the Seller’s decision to sell the Shares, and neither the Purchaser nor any Purchaser Covered Person has revealed any such information to the Seller.  The Seller understands that such information may be indicative of a value for the Shares that is substantially different (higher or lower) than the price that the Shares may trade in the market or the price to be received by the Seller hereunder.  The Seller further acknowledges that the Seller is a sophisticated investor with considerable experience in investments of this nature, and the Seller understands that securities prices are a function of a large number of variables and that there is no way to predict or otherwise gauge the market’s reaction to the disclosure of any material information.  With full recognition of the foregoing, with the Seller’s acknowledgement that the Purchaser and the Purchaser Covered Persons may be in possession of certain information of the nature described above and after discussing these matters with the Seller’s legal counsel, the Seller wishes to sell the Shares to the Purchasers on the terms and pursuant to the documents the parties have negotiated.
 
2.6           Consents.  The execution and delivery by the Seller of this Agreement, and the transfer of the Shares on the terms and conditions set forth herein, do not and will not require any consent of any person or entity (including, without limitation, the Company) pursuant to any material contract or agreement to which the Seller is a party, other than the removal of the restrictive legend that is currently affixed to the certificate evidencing the Shares, which restrictive legend will be removed prior to the Closing.  The Seller is not required to file, seek or obtain any authorization, approval or order with any governmental authority in connection with the execution, delivery and performance by the Seller of this Agreement or the transfer of the Shares on the terms and conditions set forth herein, except for such filings as may be required to be made by the Seller under any applicable federal or state securities or “blue sky” laws and except as may be necessary as a result of any facts or circumstances relating to any of the Purchasers or their respective affiliates.
 
2.7           No Lock-Up.  The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.
 
3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
 
Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:
 
3.1           Authority; Binding Nature of Agreement.  Such Purchaser has provided TRPA with, and TRPA therefore has, the requisite power and authority to execute, deliver and perform this Agreement on behalf of such Purchaser.  This Agreement, when executed and delivered by TRPA on behalf of such Purchaser, will constitute the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
 
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3.2           Consents.  The execution and delivery by such Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not require any consent of any person or entity pursuant to any material contract or agreement to which such Purchaser is a party.  Such Purchaser is not required to file, seek or obtain any authorization, approval or order with any governmental authority in connection with the execution, delivery and performance by such Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except for such filings as may be required to be made by such Purchaser under any applicable federal or state securities or “blue sky” laws and except as may be necessary as a result of any facts or circumstances relating to Seller or its affiliates.
 
3.3           Purchasing for Own Account.  The Shares to be acquired by such Purchaser hereunder are being acquired for investment purposes only for such Purchaser’s own account and not with a view to or in connection with any distribution, reoffer, resale, or other disposition not in compliance with the Act, and the rules and regulations promulgated thereunder and applicable state securities laws.
 
3.4           Prospectus. Such Purchaser has received from the Seller a prospectus and related supplements satisfying the prospectus delivery requirements under the federal securities laws and the regulations promulgated thereunder in connection with the sale of the Shares to be acquired by it hereunder.
 
3.5           No Broker-Dealer; No Finders. The purchase of the Shares by the Purchaser pursuant to this Agreement shall not be by or through a broker-dealer or otherwise through a broker or finder.  No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the  Seller for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf any Purchaser.
 
3.6           Sophisticated Investor.  Such Purchaser possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that such Purchaser is capable of evaluating the merits and economic risks of acquiring and holding Shares, and of protecting its own interests in connection with the acquisition and holding of the Shares, and such Purchaser is able to bear all such economic risks now and in the future.  In entering into this Agreement and purchasing the Shares to be acquired by it hereunder, such Purchaser is relying solely upon the advice of its own financial, legal and tax advisors.  Such Purchaser acknowledges that the acquisition of the Shares to be acquired by it hereunder is the result of independent arms-length negotiations between Seller and such Purchaser.
 
3.7           Investment Representations.  The Seller and each of its directors, officers, employees, subsidiaries, affiliates, partners, agents, members, trustees, beneficiaries, successors and assigns (such persons collectively being the “Seller Covered Persons”) may be in possession of, and/or have access to, material nonpublic information concerning the Company and its prospects, which is not known to such Purchaser, some of which might be material to such Purchaser’s decision to acquire the Shares, and neither the Seller nor any Seller Covered Person has revealed any such information to such Purchaser.  Such Purchaser understands that such information may be indicative of a value for the Shares that is substantially different (higher or lower) than the price that the Shares may trade in the market or the price to be received by Seller hereunder.  Such Purchaser further acknowledges that Purchaser is a sophisticated investor with considerable experience in investments of this nature, and such Purchaser understands that securities prices are a function of a large number of variables and that there is no way to predict or otherwise gauge the market’s reaction to the disclosure of any material information.  With full recognition of the foregoing, with such Purchaser’s acknowledgement that the Seller and the Seller Covered Persons may be in possession of material nonpublic information of the nature described above and after discussing these matters with such Purchaser’s legal counsel, such Purchaser wishes to acquire the Shares from the Seller on the terms and pursuant to the documents the parties have negotiated.
 
 
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4.
REPRESENTATIONS AND WARRANTIES OF TRPA.
 
4.1           Authority.  TRPA represents and warrants to and for the benefit of the Seller that it has the requisite power and authority (i) to execute, deliver and perform the provisions of this Agreement (including this Article 4 and Article 6) to which it is a party (the “TRPA Provisions”) on its own behalf and (ii) to execute and deliver this Agreement on behalf of and as agent for the Purchasers.  The execution and delivery of this Agreement by TRPA on behalf of and as agent for the Purchasers binds each Purchaser to its obligations set forth herein as if such Purchaser was itself a signatory hereto.  The TRPA Provisions, when executed and delivered by TRPA, will constitute the legal, valid and binding obligation of TRPA, enforceable against TRPA in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
5.
COVENANTS
 
5.1           Restrictions on Transfer.  For a period of one hundred eighty (180) days from the Closing, none of the Purchasers shall sell, assign or transfer any of the Shares acquired by it hereunder.
 
5.2           Required Filings.  The Seller shall file a report on Form 4 with the Securities and Exchange Commission in compliance with the applicable federal securities laws in connection with the sale of the Shares to the Purchasers.
 
6.
MISCELLANEOUS PROVISIONS.
 
6.1           Expenses.  Each party shall pay the expenses and costs incurred by it incidental to the preparation of this Agreement, the performance and compliance with all agreements contained in this Agreement to be performed or complied with by them and the consummation of the transactions contemplated hereby.
 
6.2           Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the consummation of the transactions contemplated hereby.
 
6.3           Assignment; Successors and Assigns.  No party may assign or otherwise transfer this Agreement or any of its rights hereunder to any person or entity without the prior written consent of the other parties hereto.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective executors, administrators, estates, heirs, successors and assigns.
 
 
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6.4           Entire Agreement; Amendment.  This Agreement represents the entire agreement and understanding between the parties hereto with respect to the subject matter hereof.  This Agreement may not be amended, supplemented, modified, waived, discharged or terminated except by an agreement in writing signed by the Seller and each Purchaser.
 
6.5           Governing Law; Submission to Jurisdiction.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York as it applies to contracts to be performed entirely within the State of New York by residents of such state.  Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any state or federal court sitting in the Borough of Manhattan, New York City, New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.  Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein.  Each of the parties (including, for the avoidance of doubt, TRPA) further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.  Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
 
6.6           Counterparts.  This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.
 
6.7           Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
 
6.8           Further Assurances.  The parties will, from time to time as reasonably requested to do so by the other, execute, acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to complete, ensure and perfect the consummation of the transactions contemplated hereby.
 
 
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6.9           Notices.  All notices and other communications required or permitted under this Agreement shall be in writing and shall be sent by overnight courier (a) to the Seller at the address set forth under its name on its signature page attached hereto, (b) to T. Rowe Price Associates, Inc., on behalf of the Purchasers, at the address set forth for the Purchasers on Exhibit A, and (c) to TRPA, at the address set forth under its name on the signature page attached hereto. All such notices and other communications shall be effective or deemed given upon two (2) business days after dispatch and a courtesy copy of the notice shall also be sent by electronic mail delivery.
 
6.10         Specific Enforcement.  Notwithstanding anything to the contrary set forth herein, it is agreed and understood that monetary damages would not adequately compensate an injured party hereto for the breach of this Agreement by any other party hereto, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order.  Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
 
[Signature page follows]
 
 
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
 
  SELLER:
     
 
SOL AND HELEN PRICE TRUST u/t/d
2/20/1970
     
  By:
/s/ Sherry S. Bahrambeygui
 
  Name:   Sherry S. Bahrambeygui
 
Title:  Attorney-in-fact for Robert E. Price,
trustee for the Sol and Helen Price Trust u/t/d
2/20/1970
     
 
Notice Address:
Sol and Helen Price Trust u/t/d 2/20/1970
Attn:  Sherry Bahrambeygui
7979 Ivanhoe Avenue, Suite 520
La Jolla, CA  92037
 
 
 
 
 
 
 
PURCHASERS:
     
 
T. ROWE PRICE ASSOCIATES, INC.,
investment advisor for and on behalf of the
advisory clients on Exhibit A
     
  By: /s/ Andrew Baek  
  Name:    Andrew Baek
 
Title:  VP, Senior Legal Counsel
   
 
FOR THE LIMITED PURPOSE OF
ARTICLE 4 AND ARTICLE 6, TRPA:
   
 
T. ROWE PRICE ASSOCIATES, INC.
     
  By:   /s/ Andrew Baek  
  Name:    Andrew Baek
 
Title:  VP, Senior Legal Counsel
   
 
Address for Notices to T. Rowe Price
Associates, Inc.:

 
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
  Attn: Andrew Baek, Vice President and
    Senior Legal Counsel