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^*

GALISON MURRAY

(Last)

(First)

(Middle)

7979 IVANHOE AVENUE

(Street)

LA JOLLA

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)

X	Director	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)
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								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⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								21,047	D⁽²⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								45,000	I	As co-trustee of Galinson CRT2⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								64,199	I	As director of Galinson Family Foundation⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								3,565	I	As co-manager of Kindervest⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								1,709,502	I	As director of the Price Family Charitable Fund⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								1,450,000	I	As director of San Diego Revitalization Corp.⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock	12/10/2003		P		31,200	A	$16.24	1,000,000	I	As co-manager of The Price Group LLC⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								10,000	I	As partner of Galinson Family Partnership I⁽¹⁾
8-3/4% Series A Cumulative Redeemable Preferred Stock								1,875	I	By spouse of reporting person⁽¹⁾

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	$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⁾							09/18/2003	⁽⁵⁾	Common Stock	1,681,142		1,681,142	I	As co-manager of The Price Group LLC⁽¹⁾
Common Stock Options	$3.12							⁽³⁾	09/18/2011	Common Stock	10,000		10,000	D
Common Stock Options	$4.07							⁽³⁾	06/13/2012	Common Stock	5,000		5,000	D

Explanation of Responses:

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

2. As co-trustee of the M&E Galinson Family Trust.

3. Exercisable immediately.

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

5. Not applicable.

	Murray Galinson	12/12/2003
	** 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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