SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

1. Name and Address of Reporting Person^*

PRICE ROBERT E

(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 [ PLRE ]

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)
03/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2004		J⁽³⁾		1,794,977	A	⁽³⁾	2,045,152	I	As a director of the Price Family Charitable Fund⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		1,709,502	D	⁽³⁾	0	I	As a director of the Price Family Charitable Fund⁽¹⁾
Common Stock	03/12/2004		J⁽³⁾		1,803,651⁽⁹⁾	A	⁽³⁾	3,166,194⁽⁹⁾	I	As a co-manager of The Price Group LLC⁽²⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		1,024,000⁽⁹⁾	D	⁽³⁾	0	I	As a co-manager of The Price Group LLC⁽²⁾
Common Stock	03/12/2004		J⁽³⁾		1,522,500	A	⁽³⁾	1,522,500	I	As a director of San Diego Revitalization Corp.⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		1,450,000	D	⁽³⁾	0	I	As a director of San Diego Revitalization Corp.⁽¹⁾
Common Stock	03/12/2004		J⁽³⁾		122,552	A	⁽³⁾	125,218	I	As a co-trustee or custodian for children of the reporting person
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		116,719	D	⁽³⁾	0	I	As a co-trustee or custodian for children of the reporting person
Common Stock	03/12/2004		J⁽³⁾		1,327,759	A	⁽³⁾	1,327,759	I	As a co-trustee of the Robert & Allison Price Trust UTD 1/10/75⁽²⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		1,264,533	D	⁽³⁾	0	I	As a co-trustee of the Robert & Allison Price Trust UTD 1/10/75⁽²⁾
Common Stock	03/12/2004		J⁽³⁾		2,098,496	A	⁽³⁾	2,098,496	I	As a co-trustee of the Robert & Allison Price Charitable Trust⁽²⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		1,998,568	D	⁽³⁾	0	I	As a co-trustee of the Robert & Allison Price Charitable Trust⁽²⁾
6.82% Series 1 Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		570	A	⁽³⁾	570	D⁽⁷⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		570	D	⁽³⁾	0	D⁽⁷⁾
Common Stock	03/12/2004		J⁽³⁾		8,205	A	⁽³⁾	8,205	I	As a co-trustee of the Sandra Morales Trust⁽²⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	03/12/2004		J⁽³⁾		7,815	D	⁽³⁾	0	I	As a co-trustee of the Sandra Morales Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants	$33⁽⁴⁾							⁽⁵⁾	09/17/2008	Common Stock	58,420⁽⁴⁾		58,420⁽⁴⁾	I	As a co-manager of The Price Group LLC⁽²⁾
9% Series B Junior Convertible Preferred Stock	⁽³⁾	03/12/2004		J⁽³⁾			2,096,262⁽⁸⁾	09/18/2003	⁽⁶⁾	Common Stock	728,451	⁽⁶⁾	0	I	As a co-manager of The Price Group LLC⁽²⁾

Explanation of Responses:

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

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

3. On March 12, 2004, Price Legacy Corporation ("Price Legacy") engaged in a recapitalization of its capital structure (the "Recapitalization"). Pursuant to the Recapitalization, (i) Price Legacy effected a 1-for-4 reverse stock split of its common stock (the "Reverse Stock Split"), (ii) each share of the 8-3/4% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") that may be deemed to be beneficially owned by the reporting person was exchanged for 1.05 shares of common stock (after giving effect to the Reverse Stock Split), except that 570 shares of Series A Preferred Stock were exchanged for 570 shares of the 6.82% Series 1 Cumulative Redeemable Preferred Stock, and (iii) each share of the 9% Series B Junior Convertible Preferred Stock that may be deemed to be beneficially owned by the reporting person was exchanged for 0.3475 of a share of common stock (after giving effect to the Reverse Stock Split).

4. Reflects the effect of the Reverse Stock Split on the exercise price of the warrants and on the number of shares of common stock for which the warrants are exercisable.

5. Exercisable immediately.

6. Not applicable.

7. Held in the 401(k) of the reporting person.

8. Includes stock dividend issued on March 12, 2004 prior to the Recapitalization.

9. Includes securities held by TPG Sherman LLC, an entity for which The Price Group LLC serves as manager.

Remarks:

This Form 4 reflects the reporting person's best estimate of the effect of the Recapitalization on his holdings of Price Legacy securities. The final, actual numbers for his holdings (after giving effect to the Recapitalization) are not available at this time and may deviate from the estimated numbers primarily because of rounding or treatment of fractional shares. Such deviation (if any) is expected to be minor and immaterial.

	/s/ Robert E. Price	03/16/2004
	** 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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