X0201 4 2004-03-12 1 0000929647 PRICE LEGACY CORP PLRE 0001122913 PRICE GROUP LLC 7979 IVANHOE AVENUE SUITE 520 LA JOLLA CA 92037 0 0 1 0 8-3/4% Series A Cumulative Redeemable Preferred Stock 2004-03-12 4 J 0 1000000 D 0 D 8-3/4% Series A Cumulative Redeemable Preferred Stock 2004-03-12 4 J 0 24000 D 0 I As Manager of TPG Sherman LLC Common Stock 2004-03-12 4 J 0 1778451 A 3140994 D Common Stock 2004-03-12 4 J 0 25200 A 25200 I As Manager of TPG Sherman LLC Common Stock Warrants 33 2008-09-17 Common Stock 58420 58420 D 9% Series B Junior Convertible Preferred Stock 2004-03-12 4 J 0 2096262 D 2003-09-18 Common Stock 728451 0 D The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest (if any) therein. 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 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), 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). 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. The warrants are exercisable immediately. Not applicable. Includes stock dividend issued on March 12, 2004 prior to the Recapitalization. This Form 4 reflects the reporting person's best estimate of the effect of the Recapitalization on its holdings of Price Legacy securities. The final, actual numbers for its 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. As a result of the transactions reported in this Form 4, the reporting person has ceased to be a 10% owner of Price Legacy securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. /s/ James F. Cahill 2004-03-16