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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
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CUSIP NO. 741511109
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Robert E. Price
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF, WC, AF, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
944,395 (See Item 5)
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8.
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Shared Voting Power
8,254,080 (See Item 5)
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9.
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Sole Dispositive Power
944,395 (See Item 5)
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10.
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Shared Dispositive Power
8,254,080 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,198,475 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
30.4%1
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP NO. 741511109
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Price Charities (formerly known as San Diego Revitalization Corp.)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0 (See Item 5)
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8.
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Shared Voting Power
2,889,335 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
2,889,335 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,889,335 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
9.6%2
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14.
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Type of Reporting Person (See Instructions)
OO – Nonprofit Corporation
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CUSIP NO. 741511109
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Price Family Charitable Fund
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0 (See Item 5)
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8.
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Shared Voting Power
2,334,727 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
2,334,727 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,334,727 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
7.7%3
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14.
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Type of Reporting Person (See Instructions)
OO – Nonprofit Corporation
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ITEM 2.
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IDENTITY AND BACKGROUND.
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(a), (f)
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This Amendment is being jointly filed by (i) Robert E. Price, a natural person and citizen of the United States of America, (ii) Price Charities (formerly known as San Diego Revitalization Corp.), a California nonprofit public benefit corporation (“Price Charities”), and (iii) Price Family Charitable Fund, a California nonprofit public benefit corporation (collectively, the “Reporting Persons”).
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The directors and officers of Price Charities (collectively, the “Price Charities Directors and Officers”), each of whom is a citizen of the United States of America, are as follows:
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Robert E. Price
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Chairman and President
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Allison Price
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Director and Vice President
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Sherry S. Bahrambeygui
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Director, Executive Vice President and Secretary
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William Gorham
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Director
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Dede Alpert
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Director
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John Eckstein
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Director
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Sue Reynolds
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Director
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Jack Knott
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Director
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Jeff Fisher
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Chief Financial Officer
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The directors and officers of Price Family Charitable Fund (collectively, the “Price Charitable Directors and Officers”), each of whom is a citizen of the United States of America, are as follows:
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Robert E. Price
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Chairman and President
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Allison Price
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Director and Vice President
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Sherry S. Bahrambeygui
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Director, Executive Vice President and Secretary
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| Don Levi |
Director
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Margaret Meyer
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Director
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Edward Spring
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Director
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William Gorham
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Director
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Tad Parzen
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Executive Vice President
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Jeff Fisher
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Chief Financial Officer
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(b)-(c)
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Each Reporting Person, Price Charities Director and Officer and Price Charitable Director and Officer disclaims membership in a group with any person with respect to any PriceSmart Common Stock.
The principal executive office of Price Charities, and the principal business address of each of Mr. R. Price, Price Family Charitable Fund, each of the Price Charities Directors and Officers, and each of the Price Charitable Directors and Officers, is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
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The principal business of Price Charities is to function as a public charity. The principal business of Price Family Charitable Fund is to function as a private foundation. The principal occupation of Mr. R. Price is President of Price Charities and Price Family Charitable Fund. Mr. R. Price also is Chairman of the Board of Directors of PriceSmart, a manager of The Price Group LLC, the sole trustee of various family trusts. The principal occupation of Ms. A. Price is homemaker. Ms. A. Price is also a trustee of various family trusts. The principal occupation of Ms. Bahrambeygui is manager of The Price Group LLC, Executive Vice President and Secretary of Price Charities, Executive Vice President and Secretary of the Price Family Charitable Fund and director of the Issuer. The principal occupation of each of Mr. Gorham, Ms. Alpert and Mr. Levi is self-employed investor. The principal occupation of Mr. Eckstein and Ms. Meyer is physician. The principal occupation of Mr. Fisher is Chief Financial Officer of Price Charities and an employee of The Price Group LLC. The principal occupation of Mr. Knott is Dean and Professor of the School of Policy, Planning and Development at the University of Southern California. The principal occupation of Ms. Reynolds is community developer. The principal occupation of Mr. Spring is attorney. The principal occupation of Mr. Parzen is employee of Price Family Charitable Fund.
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(d)-(e)
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During the last five years, none of the Reporting Persons, nor any of the Price Charities Directors and Officers or Price Charitable Directors and Officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.
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Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:
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(a)-(b)4,5,6
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(1) Robert E. Price
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Mr. R. Price presently may be deemed to beneficially own an aggregate of 9,198,475 shares of PriceSmart Common Stock, which represents approximately 30.4% of the outstanding Common Stock. Of such shares, Mr. R. Price may be deemed to have sole voting and dispositive power with respect to 944,395 shares and shared voting and dispositive power with respect to 8,254,080 shares. Of the shares for which Mr. R. Price may be deemed to have sole voting and dispositive power, (i) 944,315 shares are owned directly by The Price Group LLC which Mr. R. Price is the controlling manager of, and (ii) 80 shares are held in Mr. R. Price’s 401(k) retirement account. Of the shares for which Mr. R. Price may be deemed to have shared voting and dispositive power, (i) 2,889,335 shares are owned directly by Price Charities which Mr. R. Price is a director and President of and as such may be deemed to share voting and dispositive power over such shares; (ii) 742,030 shares are owned directly by the Robert & Allison Price Trust which Mr. R. Price and Ms. A. Price are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iii) 2,245,168 shares are owned directly by the Robert & Allison Price Charitable Trust which Mr. R. Price and Ms. A. Price are co-trustees of and as such may deemed to share voting and dispositive power over such shares; (iv) 5,210 shares are owned directly by the Benjamin Price Trust UTD 9/22/89 which Mr. R. Price and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (v) 18,805 shares are owned directly by the Sarah Price Trust UTD 9/22/89 which Mr. R. Price, Ms. A. Price and Ms. Sarah Price Keating are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vi) 18,805 shares are owned directly by the David Price Trust UTD 9/22/89 which Mr. R. Price, Ms. A. Price and Mr. David Price are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; and (vii) 2,334,727 shares are owned by the Price Family Charitable Fund which Mr. R. Price is a director and President of and as such may be deemed to share voting and dispositive power over such shares. Ms. A. Price is the wife of Mr. R. Price. To the extent she may be deemed to beneficially own any shares, they are included in the shares reported as may be deemed to be beneficially owned by Mr. R. Price. Each of Mr. R. Price, Ms. A. Price, Ms. Bahrambeygui, Ms. Price Keating, and Mr. D. Price disclaims beneficial ownership of the foregoing shares except to the extent of their respective voting and/or dispositive power.
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(2) Price Charities
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Price Charities may be deemed to beneficially own an aggregate of 2,889,335 shares of PriceSmart Common Stock, which represents approximately 9.6% of the outstanding Common Stock. Of such shares, Price Charities may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and shared voting and dispositive power with respect to 2,889,335 shares of Common Stock. Price Charities may be deemed to share voting and dispositive power with respect to such shares of Common Stock with Mr. R. Price in his capacity as a director and President of Price Charities. Mr. R. Price disclaims beneficial ownership of such shares except to the extent of his voting and/or dispositive power.
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| (3) Price Family Charitable Fund |
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The Price Family Charitable Fund may be deemed to beneficially own an aggregate of 2,334,727 shares of PriceSmart Common Stock, which represents approximately 7.7% of the outstanding Common Stock. Of such shares, the Price Family Charitable Fund may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and shared voting and dispositive power with respect to 2,334,727 shares of Common Stock. The Price Family Charitable Fund may be deemed to share voting and dispositive power with respect to such shares of Common Stock with Mr. R. Price in his capacity as a director and President of the Price Family Charitable Fund. Mr. R. Price disclaims beneficial ownership of such shares except to the extent of his voting and/or dispositive power.
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| (4) Sherry Bahrambeygui |
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Ms. Bahrambeygui may be deemed to beneficially own an aggregate of 150,558 shares of PriceSmart Common Stock, which represents approximately 0.5% of the outstanding Common Stock. Of such shares, Ms. Bahrambeygui may be deemed to have sole voting and dispositive power with respect to 600 shares and shared voting and dispositive power with respect to 149,958 shares. Of the shares for which Ms. Bahrambeygui may be deemed to have sole voting and dispositive power, all such shares underlie stock options held by Ms. Bahrambeygui which are exercisable for shares of Common Stock within 60 days of the date hereof. Of the shares for which Ms. Bahrambeygui may be deemed to have shared voting and dispositive power, (i) 5,210 shares are owned directly by the Benjamin Price Trust UTD 9/22/89 which Ms. Bahrambeygui and Mr. R. Price are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (ii) 916 shares are owned directly by the Rebecca Price Trust UTD 5/6/97 which Ms. Bahrambeygui and Mr. Max Edward Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iii) 916 shares are owned directly by the Sarah Price Trust UTD 5/6/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iv) 916 shares are owned directly by the David Price Trust UTD 5/6/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (v) 12,500 shares are owned directly by the Rebecca Price Trust UTD 8/1/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vi) 12,500 shares are owned directly by the Sarah Price Trust UTD 8/1/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (vii) 12,500 shares are owned directly by the David Price Trust UTD 8/1/97 which Ms. Bahrambeygui and Mr. Spring are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (viii) 102,500 shares are owned directly by the Hosey Family Trust which Ms. Bahrambeygui and Mr. Patrick Hosey are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; and (ix) 2,000 shares are owned directly by Ms. Bahrambeygui’s minor children. Each of Ms. Bahrambeygui, Mr. R. Price, Mr. Spring and Mr. Hosey disclaims beneficial ownership of the foregoing shares except to the extent of their respective voting and/or dispositive power.
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| (5) William Gorham |
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Mr. Gorham presently beneficially owns 3,000 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. Of such shares, he may be deemed to have sole voting and dispositive power with respect to 3,000 shares and shared voting and dispositive power with respect to 0 shares.
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| (6) Dede Alpert |
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Ms. Alpert presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. She therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.
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| (7) John Eckstein |
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Mr. Eckstein presently may be deemed to beneficially own 250 shares of PriceSmart Common Stock, which represents approximately 0% of the outstanding Common Stock. Of such shares, he may be deemed to have sole voting and dispositive power with respect to 250 shares and shared voting and dispositive power with respect to 0 shares.
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| (8) Sue Reynolds |
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Ms. Reynolds presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. She therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.
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| (9) Jack Knott |
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Mr. Knott presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.
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| (10) Jeff Fisher |
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Mr. Fisher presently beneficially owns 1,000 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. Of such shares, he may be deemed to have sole voting and dispositive power with respect to 1,000 shares and shared voting and dispositive power with respect to 0 shares.
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(11) Margaret Meyer
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Ms. Meyer presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. She therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.
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(12) Don Levi
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Mr. Levi presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.
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(13) Tad Parzen
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Mr. Parzen presently beneficially owns 0 shares of PriceSmart Common Stock, which represents 0% of the outstanding Common Stock. He therefore does not have sole or shared voting or dispositive power with respect to any shares of Common Stock.
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(14) Edward Spring
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Mr. Spring presently may be deemed to beneficially own an aggregate of 41,461 shares of PriceSmart Common Stock, which represents approximately 0.1% of the outstanding Common Stock. Of such shares, Mr. Spring may be deemed to have sole voting and dispositive power with respect to 1,213 shares and shared voting and dispositive power with respect to 40,248 shares. Of the shares for which Mr. Spring may be deemed to have sole voting and dispositive power, (i) 1,000 shares are owned directly by Mr. Spring and (ii) 213 shares are held in Mr. Spring’s 401(k) retirement account. Of the shares for which Mr. Spring may be deemed to have shared voting and dispositive power, (i) 916 shares are owned directly by the Rebecca Price Trust UTD 5/6/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (ii) 916 shares are owned directly by the Sarah Price Trust UTD 5/6/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iii) 916 shares are owned directly by the David Price Trust UTD 5/6/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (iv) 12,500 shares are owned directly by the Rebecca Price Trust UTD 8/1/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; (v) 12,500 shares are owned directly by the Sarah Price Trust UTD 8/1/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares; and (vi) 12,500 shares are owned directly by the David Price Trust UTD 8/1/97 which Mr. Spring and Ms. Bahrambeygui are co-trustees of and as such may be deemed to share voting and dispositive power over such shares. Each of Mr. Spring and Ms. Bahrambeygui disclaim beneficial ownership of the foregoing shares except to the extent of their respective voting and/or dispositive power.
Each of Ms. Brewer, Ms. Price Keating, Mr. D. Price, and Mr. Hosey is a citizen of the United States of America. The principal occupations of each of the foregoing are as follows: Ms. Brewer is an employee of The Price Group LLC, Ms. Price Keating is a homemaker, Mr. D. Price is a student, and Mr. Hosey is an attorney.
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PRICE CHARITIES
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| /s/ Sherry Bahrambeygui | ||
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By:
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Sherry Bahrambeygui
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Title:
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Executive Vice President and Secretary
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PRICE FAMILY CHARITABLE FUND
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| /s/ Robert E. Price | ||
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By:
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Robert E. Price
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Title:
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President
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ROBERT E. PRICE
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| /s/ Robert E. Price | ||