UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
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CUSIP NO. 741511109
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Robert E. Price
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF, WC, AF, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
3,187,517 (See Item 5)
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8.
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Shared Voting Power
6,224,236 (See Item 5)
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9.
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Sole Dispositive Power
3,187,517 (See Item 5)
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10.
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Shared Dispositive Power
6,224,236 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,411,753 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
31.5%1
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP NO. 741511109
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Price Charities (formerly known as San Diego Revitalization Corp.)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0 (See Item 5)
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8.
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Shared Voting Power
2,889,335 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
2,889,335 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,889,335 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
9.7%2
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14.
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Type of Reporting Person (See Instructions)
OO – Nonprofit Corporation
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CUSIP NO. 741511109
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Sol and Helen Price Trust, dated February 20, 1970 (“Sol & Helen Price Trust”)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0 (See Item 5)
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8.
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Shared Voting Power
2,243,122 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
2,243,122 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,243,122 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
7.5%3
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14.
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Type of Reporting Person (See Instructions)
OO – Trust
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ITEM 2.
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IDENTITY AND BACKGROUND.
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(a), (f)
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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”).
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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 |
(b)-(c)
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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.
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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.
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(d)-(e)
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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
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ITEM 5.
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INTERESTS IN SECURITIES OF THE ISSUER.
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(c) |
The following transactions in PriceSmart’s Common Stock were effected by the Reporting Persons and Price Charities Directors and Officers since the filing of Amendment No. 16:
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Party Effecting
Transaction
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Transaction Date
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Shares Disposed
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Average Price Per
Share
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Description of
Transaction
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Price Charities
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06/02/2011
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18,900
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$44.0580
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/02/2011
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18,900
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$44.0581
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/03/2011
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25,062
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$45.1891
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/03/2011
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25,061
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$45.1891
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/06/2011
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12,700
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$43.9084
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/06/2011
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12,700
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$43.9084
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/07/2011
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27,450
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$44.6130
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/07/2011
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27,450
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$44.6130
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/08/2011
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10,600
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$44.0082
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/08/2011
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10,600
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$44.0082
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/09/2011
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12,550
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$44.3330
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/09/2011
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12,550
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$44.3330
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/10/2011
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14,500
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$43.4125
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/10/2011
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14,500
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$43.4124
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/13/2011
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16,450
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$43.9143
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/13/2011
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16,450
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$43.9143
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Price Charities
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06/14/2011
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11,788
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$43.8057
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Open market sale
pursuant to Rule 10b5-1
trading plan
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Sol & Helen Price Trust
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06/14/2011
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11,789
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$43.8057
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Open market sale
pursuant to Rule 10b5-1
trading plan
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PRICE CHARITIES
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/s/ Sherry Bahrambeygui
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By:
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Sherry Bahrambeygui
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Title:
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Executive Vice President and Secretary
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SOL AND HELEN PRICE TRUST, DATED FEBRUARY 20, 1970
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/s/ Robert E. Price
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By:
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Robert E. Price
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Title:
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Trustee
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ROBERT E. PRICE
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/s/ Robert E. Price
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