Sec Form 4 Filing - Bahrambeygui Sherry S. @ PRICESMART INC - 2023-02-03

Insider filing report for Changes in Beneficial Ownership
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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
Bahrambeygui Sherry S.
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
9740 SCRANTON ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2023
(Street)
SAN DIEGO, CA92121-1745
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, $0.0001 par value per share 02/03/2023 F 40,895 ( 1 ) D $ 75 121,411 D
Common Stock, $0.0001 par value per share 02/03/2023 A 2,234 ( 2 ) A $ 0 ( 3 ) 123,645 D
Common Stock, $0.0001 par value per share 43,728 I By Hosey Family Trust ( 4 )
Common Stock, $0.0001 par value per share 1,000 I By son ( 5 )
Common Stock, $0.0001 par value per share 1,000 I By son ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bahrambeygui Sherry S.
9740 SCRANTON ROAD
SAN DIEGO, CA92121-1745
X Chief Executive Officer
Signatures
/s/ Francisco Velasco as Attorney-in-fact 02/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock and performance stock units.
( 2 )These shares are represented by restricted stock units, which vest in full on January 30, 2024 or the date of the issuer's next annual meeting of stockholders, whichever is sooner.
( 3 )Not applicable
( 4 )The reported securities are owned directly or indirectly by the Hosey Family Trust of which the Reporting Person is co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 5 )The reported securities are held in a joint account in the name of the Reporting Person and the Reporting Person's son. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

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).
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