SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PRICE SOL (Last) (First) (Middle) 7979 IVANHOE AVENUE SUITE 520 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRICE LEGACY CORP [ PRENP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Cumulative Redeemable Preferred Stock	12/10/2003		S(5)		31,200	D	$16.24	267,177	D(1)(6)
Series A Cumulative Redeemable Preferred Stock	12/10/2003		P(5)		31,200	A	$16.24	1,000,000	I	As co-manager of The Price Group LLC(2)
Series A Cumulative Redeemable Preferred Stock								4,000,000	I	As trustee of the Price Family Charitable Trust UTD 3/13/84(1)
Series A Cumulative Redeemable Preferred Stock								1,709,502	I	As director of the Price Family Charitable Fund(2)
Series A Cumulative Redeemable Preferred Stock								1,450,000	I	As director of San Diego Revitalization Corp.(2)
Common Stock								5,450,175	I	As co-manager of The Price Group LLC(2)
Common Stock								1,000,000	I	As director of the Price Family Charitable Fund(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	$8.25							(3)	09/17/2008	Common Stock	233,679		233,679	I	As co-manager of The Price Group LLC(2)
9% Series B Junior Convertible Preferred Stock	(4)							09/18/2003	(7)	Common Stock	1,681,142		1,681,142	I	As co-manager of The Price Group LLC(2)

Explanation of Responses:

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

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

3. The Common Stock Warrants are exercisable immediately.

4. Each share of 9% Series B Junior Convertible Preferred Stock is convertible into one share of Common Stock.

5. On December 10, 2003, the Sol & Helen Price Trust sold 31,200 shares of 8-3/4% Series A Cumulative Redeemable Preferred Stock to The Price Group LLC for $16.24 per share in a private transaction.

6. As trustee for the Sol & Helen Price Trust UTD 2/20/70

7. Not applicable.

	Sol Price	12/11/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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