SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

PRICE SOL

(Last)

(First)

(Middle)

7979 IVANHOE AVENUE

SUITE 520

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICE LEGACY CORP [ XLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Cumulative Redeemable Preferred Stock	09/09/2003		G	250	D	⁽⁸⁾	267,177	D⁽⁷⁾
Series A Cumulative Redeemable Preferred Stock							1,000,000	I	As co-manager of The Price Group LLC⁽¹⁾
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⁽¹⁾
Common Stock							1,000,700	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants	$8.25						⁽³⁾	09/17/2008	Common Stock	233,679		233,679	I	As co-manager of The Price Group LLC⁽¹⁾
9% Series B Junior Convertible Preferred Stock	⁽⁴⁾	12/31/2003		J⁽⁵⁾	381,115		09/18/2003	⁽⁶⁾	Common Stock	2,062,257	381,115	2,062,257	I	As co-manager of The Price Group LLC⁽¹⁾

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. Exercisable immediately.

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

5. On December 31, 2003, Price Legacy Corporation issued a stock dividend on the 9% Series B Junior Convertible Preferred Stock (the "Series B Preferred Stock") pursuant to which it issued 381,115 shares of Series B Preferred Stock to The Price Group LLC. In accordance with Rule 16a-9 promulgated under the Securities Exchange Act of 1934, as amended, this issuance was not required to be reported on Form 4.

6. Not applicable.

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

8. On September 9, 2003, the Sol & Helen Price Trust UTD 2/20/70 made a bona fide gift of 250 shares of Series A Cumulative Redeemable Preferred Stock to an individual.

	Sol Price	01/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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