SEC Form 4 · accession 0001144204-18-063435
PRICESMART INC · PSMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Price
Director · 10% Owner
Period of report
May 3, 2018
Accepted (ET)
Dec 6, 2018 · 7:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001041803
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | May 3, 2018 | J | 8,314 | $87.60 | D | 619,511 | I | As co-manager of The Price Group LLC |
| Common StockF2,F3 | May 3, 2018 | J | 8,314 | $87.60 | A | 8,314 | I | As managing member of RARSD LLC |
| Common StockF4,F5,F3 | Nov 16, 2018 | J | 4,000 | $0.00 | D | 150,511 | I | As co-manager of The Price Group LLC |
| Common StockF7,F8 | Dec 3, 2018 | S | 4,111 | $65.7035 | D | 1,604,246 | I | As co-trustee of the Robert and Allison Price Charitable Trust |
| Common StockF9,F8 | Dec 3, 2018 | S | 5,889 | $66.9703 | D | 1,598,357 | I | As co-trustee of the Robert and Allison Price Charitable Trust |
| Common StockF10,F11 | holding | — | — | — | 1,358,462 | I | As co-trustee of the Robert and Allison Price Trust UDT 1/10/75 | |
| Common Stock | holding | — | — | — | 80 | D | ||
| Common StockF12 | holding | — | — | — | 18,805 | I | As co-trustee of the David Price Trust UTD 9/22/89 | |
| Common Stock | holding | — | — | — | 45,000 | I | Family Trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 3, 2018, for estate planning purposes, The Price Group LLC (of which the reporting person is a managing and majority member) transferred 8,314 shares of the Issuer's common stock to RARSD LLC (of which the reporting person is a managing and majority member). While such transfer resulted in a change in form of ownership of the Issuer's common stock, the reporting person's beneficial ownership in the Issuer's common stock remained the same.
- F10Includes 465,000 shares acquired on November 16, 2018 in connection with the distribution/change in ownership described in footnote (4).
- F11The reporting person and his wife Allison Price are co-trustees of this trust.
- F12The reporting person serves as co-trustee of this trust with his wife Allison Price and their adult son David Price. The reporting person and his wife each disclaim beneficial ownership of the securities held by this trust except to the extent of their pecuniary interest therein.
- F2Represents economic value assigned to the Issuer's common stock for purposes of the estate planning transfer described in footnote (1).
- F3The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F4On November 16, 2018, The Price Group LLC effected a pro rata distribution of 469,000 shares of the Issuer's common stock held by it to its members. Of such shares, (i) 465,000 shares were distributed to the Robert and Allison Price Trust UDT 1/10/75 (of which the reporting person and his wife, Allison Price are co-trustees), and (ii) 4,000 shares were distributed to a third party member unaffiliated with the reporting person. As such, the number of shares reported as being distributed excludes the shares distributed to the Robert and Allison Price Trust UDT 1/10/75 and reflects only the number distributed to the third party member. The number distributed to the Robert and Allison Price Trust UDT 1/10/75 constitutes a mere change in form of ownership exempt from Section 16 reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
- F5Reflects the number of shares owned following the distribution described in footnote (4).
- F6Sale of shares pursuant to Rule 10b5-1 plan.
- F7This transaction was executed in multiple trades at prices ranging from $65.39 to $66.35. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F8The reporting person and his wife Allison Price are co-trustees of this trust. The reporting person and his wife each disclaim beneficial ownership of the securities held by this trust except to the extent of their respective pecuniary interest therein.
- F9This transaction was executed in multiple trades at prices ranging from $66.47 to $67.43. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Remarks
* The reporting person's wife, Allison Price, may also be deemed a greater than 10% beneficial owner of the Issuer's securities in her capacity as co-trustee of each of the trusts identified herein. As such, this Form 4 filing shall be deemed to constitute a Form 4 filing on behalf of both the reporting person and his wife, Allison Price. ** The number of securities beneficially owned following the transactions reported herein reflect the number of securities owned as of the date of the filing of this Form 4.