X0202 4 2004-12-21 1 0000929647 PRICE LEGACY CORP PLRE 0001241721 MCGRORY JACK 7979 IVANHOE AVENUE SUITE 520 LA JOLLA CA 92037 1 1 0 0 Chairman & CEO Common Stock 2004-12-21 4 U 0 2045152 19.097 D 0 I As a director of the Price Family Charitable Fund Common Stock 2004-12-21 4 U 0 3166194 19.097 D 0 I As a co-manager of The Price Group LLC Common Stock 2004-12-21 4 U 0 122498 19.097 D 0 I As a director of San Diego Revitalization Corp. Common Stock 2004-12-21 4 U 0 2524 19.097 D 0 I As custodian for children of the reporting person Common Stock Options 17.24 2004-12-21 4 U 0 1667 D 2010-06-06 Common Stock 1667 0 D Common Stock Options 15 2004-12-21 4 U 0 1834 D 2011-09-07 Common Stock 1834 0 D Common Stock Options 12.48 2004-12-21 4 U 0 2500 D 2011-09-18 Common Stock 2500 0 D Common Stock Options 16.28 2004-12-21 4 U 0 1250 D 2012-06-13 Common Stock 1250 0 D The reporting person disclaims beneficial ownership of these securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein. Exercisable immediately. Includes securities held by TPG Sherman LLC, an entity for which The Price Group LLC serves as manager. See Remarks below. On December 21, 2004, PL Acquisition Corp. merged with and into Price Legacy Corporation ("Price Legacy"). Pursuant to the terms of such merger, (i) each share of Price Legacy common stock was converted into the right to receive $19.097 in cash, (ii) each unvested stock option for Price Legacy common stock was accelerated and became fully vested, and (iii) each vested stock option for Price Legacy common stock was converted into the right to receive $19.097 in cash less the cash exercise price of such option. /s/ Jack McGrory 2004-12-22