| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRICE LEGACY CORP [ PLRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/15/2004 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 111,211 | D | ||||||||
| Common Stock | 11/19/2003 | P | 150(1) | A | $13.56(1) | 101,360 | I | As co-trustee(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On November 19, 2003, a trust for which the reporting person is a co-trustee acquired 600 shares of the common stock, par value $0.0001 ("Old Common Stock"), of Price Legacy Corporation ("Price Legacy") for $3.39 per share. On March 12, 2004, Price Legacy engaged in a recapitalization (the "Recapitalization"), which included a 4-for-1 reverse stock split. As a result, these 600 shares of Old Common Stock became 150 shares of common stock, par value $0.0004 ("New Common Stock"), of Price Legacy. The number of shares and the purchase price reported give effect to the Recapitalization. The reporting person disclaims beneficial ownership of these shares and is including them in this Form 4/A on a purely voluntary basis. |
| 2. The reporting person disclaims beneficial ownership of these securities. |
| Remarks: |
| This Form 4/A is being filed to amend the number of shares of New Common Stock previously reported to be directly held by the reporting person. As set forth in footnote 1 above, it is also being filed to amend the number of shares of New Common Stock that the reporting person may be deemed to beneficially own as a co-trustee. As reported in the Form 4 filed by the reporting person on or around January 29, 2003, the reporting person directly held, at that time, 105,916 shares of Series A Preferred Stock of Price Legacy ("Series A Preferred Stock"). Subsequent Section 16 filings, however, erroneously reported him as directly holding 111,216 shares of Series A Preferred Stock. This error arose from the inadvertent inclusion of 5,300 shares of Series A Preferred Stock in the number of shares of Series A Preferred Stock reported to be directly held by him, even though these 5,300 shares had already been included (as reported in a Form 4 filed by the reporting person on or around December 9, 2002) in the number of shares that he may be deemed to have indirectly held as a co-trustee. As a result of this error, when the Series A Preferred Stock directly held by the reporting person was exchanged for New Common Stock pursuant to the Recapitalization, there was a corresponding overstatement in the number of shares of New Common Stock reported to be directly held by him. This corresponding overstatement appeared in the Form 4s filed by the reporting person on March 16, 2004 and April 15, 2004. The correct number of shares of New Common Stock currently directly held by the reporting person is 111,211 shares rather than the 116,776 shares previously reported. |
| /s/ James F. Cahill | 09/23/2004 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||