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)
04/13/2004

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								2,045,152	I	As a director of the Price Family Charitable Fund⁽¹⁾
Common Stock								3,166,194⁽⁵⁾	I	As a co-manager of The Price Group LLC⁽²⁾
Common Stock	04/13/2004		S		1,000,000	D	$16.3	522,498⁽⁴⁾	I	As a director of San Diego Revitalization Corp.⁽¹⁾
Common Stock								125,218	I	As a co-trustee or custodian for children of the reporting person
Common Stock								1,327,759	I	As a co-trustee of the Robert & Allison Price Trust UTD 1/10/75⁽²⁾
Common Stock								2,098,496	I	As a co-trustee of the Robert & Allison Price Charitable Trust⁽²⁾
Common Stock								8,205	I	As a co-trustee of the Sandra Morales Trust⁽²⁾
6.82% Series 1 Cumulative Redeemable Preferred Stock								570	D⁽⁶⁾

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							⁽³⁾	09/17/2008	Common Stock	58,419⁽⁷⁾		58,419⁽⁷⁾	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. Exercisable immediately.

4. The number of shares of common stock of Price Legacy Corporation ("Price Legacy") held by San Diego Revitalization Corp. ("SDRC") and reported in this Form 4 is two fewer than the number of shares reported in the Form 4 filed by the reporting person on March 16, 2004 (the "Previous Form 4"). As explained in the Previous Form 4, the exact number of shares held by SDRC as of the filing of the Previous Form 4 was unavailable at the time of such filing, and the Previous Form 4 reflected the reporting person's best estimate of the effect of the recapitalization of Price Legacy on March 12, 2004 (the "Recapitalization") on SDRC's holdings. The discrepancy is attributable to rounding and treatment of fractional shares during the Recapitalization.

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

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

7. The number of shares Price Legacy common stock underlying the common stock warrants held by The Price Group LLC ("Price Group") and reported in this Form 4 is one fewer than the number reported in the Previous Form 4. As explained in the Previous Form 4, the exact number of securities held by Price Group as of the filing of the Previous Form 4 was unavailable at the time of such filing, and the Previous Form 4 reflected the reporting person's best estimate of the effect of the Recapitalization on Price Group's holdings. The discrepancy is attributable to rounding and treatment of fractional shares during the Recapitalization.

Remarks:

On April 13, 2004, SDRC sold an aggregate of 1,000,000 shares of Price Legacy common stock, for $16.30 per share, pursuant to two related private transactions. This Form 4 is being filed to report such transactions. The reporting person disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, of all Price Legacy common stock held by SDRC, including the shares disposed pursuant to such transactions.

	/s/ Robert E. Price	04/15/2004
	** 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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