MCGRORY JACK 4

4 · PRICESMART INC · Filed Jan 7, 2005

Form 4

Period: 2005-01-05

Director

Transactions

Exercise of In-Money
Common Stock
2005-01-05$7.00/sh+928,569$6,499,983→ 1,608,750 total(indirect: As director of San Diego Revitalization Corp.)
Exercise of In-Money
Common Stock
2005-01-05$7.00/sh+248,366$1,738,562→ 6,675,869 total(indirect: By LLC)
Exercise of In-Money
Subscription Right
2005-01-05−165,577→ 0 total(indirect: By LLC)
Exp: 2005-12-21→ Common Stock (248,366 underlying)
Exercise of In-Money
Subscription Right
2005-01-05−619,046→ 0 total(indirect: As director of San Diego Revitalization Corp.)
Exp: 2005-12-21→ Common Stock (928,569 underlying)

Holdings

Common Stock Option
Exercise: $35.63Exp: 2010-11-07→ Common Stock (3,000 underlying)
3,000
Common Stock Option
Exercise: $32.13Exp: 2011-01-24→ Common Stock (1,000 underlying)
1,000

Footnotes (10)

[F1]The reporting person disclaims beneficial ownership of these securities.
[F10]Not applicable.
[F2]The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest (if any) therein.
[F3]These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000).
[F4]These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001).
[F5]These options vest 25% annually beginning on the first anniversary (01/17/2003) of the date of grant (01/17/2002).
[F6]These options vest 25% annually beginning on the first anniversary (01/22/2004) of the date of grant (01/22/2003).
[F7]These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004).
[F8]Each Subscription Right that is exercised on or prior to January 21, 2005 entitles the holder thereof to purchase 1.5 shares of PriceSmart common stock at a price of $7.00 per share. Each Subscription Right that is exercised after January 21, 2005 entitles the holder thereof to purchase 1.5 shares of PriceSmart common stock at a price of $8.00 per share.
[F9]Exercisable immediately.

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