Sec Form 4 Filing - MCGRORY JACK @ PRICESMART INC - 2009-07-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCGRORY JACK 2. Issuer Name and Ticker or Trading Symbol PRICESMART INC [ PSMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7979 IVANHOE AVENUE, SUITE 520 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2009 (Street) LA JOLLA, CA92037 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/10/2009 J( 7 ) 5,845,890 D 0 I As co-manager of The Price Group LLC ( 1 ) Common Stock 07/10/2009 J( 7 ) 974,315 A 974,315 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock Option $ 35.63 ( 2 ) 11/07/2010 Common Stock 3,000 3,000 D Common Stock Option $ 32.13 ( 3 ) 01/24/2011 Common Stock 1,000 1,000 D Common Stock Option $ 6.24 ( 4 ) 01/08/2010 Common Stock 1,000 1,000 D Common Stock Option $ 7.63 ( 5 ) 02/25/2011 Common Stock 1,000 1,000 D Common Stock Options $ 8.18 ( 6 ) 01/24/2012 Common Stock 1,000 1,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGRORY JACK 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA92037 X Signatures /s/ Jack McGrory 07/14/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In the alternative, if the reporting person were to be deemed to beneficially own these securities for purposes of Section 13 of the Exchange Act, then the reporting person would disclaim beneficial ownership of these securities for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest (if any) therein. ( 2 )These options vest 25% annually beginning on the first anniversary (11/07/2001) of the date of grant (11/07/2000). ( 3 )These options vest 25% annually beginning on the first anniversary (01/24/2002) of the date of grant (01/24/2001). ( 4 )These options vest 20% annually beginning on the first anniversary (01/08/2005) of the date of grant (01/08/2004). ( 5 )34% of these options vest on the first anniversary (02/25/2006) of the date of grant (02/25/2005). An additional 33% of these options vest on the secondanniversary (02/25/2007) of the date of grant. The final 33% of these options vest on the third anniversary (02/25/2008) of the date of grant. ( 6 )These options vest 20% annually beginning on the first anniversary (01/24/2007) of the date of grant (01/24/2006). ( 7 )The Jack McGrory Declaration of Trust Dated 2/9/06 withdrew as a member of The Price Group LLC (the "Price Group") on July 10, 2009, and Mr. McGrory resigned as a manager of Price Group effective as of June 1, 2009. As a result, Mr. McGrory may no longer be deemed to beneficially own, for purposes of Section 13 or 16 of the Exchange Act, any securities held by Price Group. In connection with such withdrawal, Price Group made a distribution in kind of 974,315 shares of common stock of PriceSmart, Inc. to the Jack McGrory Declaration of Trust Dated 2/9/06.

Remarks: Mr. McGrory resigned as director of PriceSmart, Inc. on May 31, 2009.

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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