Form SC 13D/A PRICESMART INC Filed by: PRICE ROBERT E

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May 23, 2016 6:05 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 21)

PRICESMART, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

741511109

(CUSIP Number)

SHERRY S. BAHRAMBEYGUI

C/O THE PRICE GROUP LLC

7777 FAY AVENUE, SUITE 300

LA JOLLA, CALIFORNIA 92037

TELEPHONE (858) 551-2319

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 10, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 741511109	SCHEDULE 13D/A

	1.	Names of Reporting Persons Robert E. Price
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)		o

		(b)		x

	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF, WC, AF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 833,905 (See Item 5)
			8.	Shared Voting Power 7,063,285 (See Item 5)
			9.	Sole Dispositive Power 833,905 (See Item 5)
			10.	Shared Dispositive Power 7,063,285 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,897,190 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 26.0%¹
	14.	Type of Reporting Person (See Instructions) IN

¹ Based upon 30,371,082 shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2016.

CUSIP No. 741511109	SCHEDULE 13D/A

	1.	Names of Reporting Persons Price Charities (formerly known as San Diego Revitalization Corp.)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o

		(b)		x

	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,594,421 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,594,421 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,594,421 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 8.5%²
	14.	Type of Reporting Person (See Instructions) OO - Nonprofit Corporation

²Based upon 30,371,082 shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2016.

CUSIP No. 741511109	SCHEDULE 13D/A

	1.	Names of Reporting Persons Price Philanthropies Foundation (formerly known as Price Family Charitable Fund)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o

		(b)		x

	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 1,793,634 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 1,793,634 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,793,634 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 5.9%³
	14.	Type of Reporting Person (See Instructions) OO - Nonprofit Corporation

³Based upon 30,371,082 shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2016.

This Amendment No. 21 (this “Amendment”) relates to the common stock, par value $0.0001 per share (“Common Stock”), of PriceSmart, Inc., a Delaware corporation (“PriceSmart”), and amends that certain Schedule 13D jointly filed by The Price Group LLC, a California limited liability company, Price Charities (formerly known as San Diego Revitalization Corp.), a California nonprofit public benefit corporation, and Robert E. Price and Sol Price, natural persons, with the Securities and Exchange Commission (“SEC”) on October 29, 2004, as amended by Amendment No. 1 thereto, filed with the SEC on January 10, 2005, and by Amendment No. 2 thereto, filed with the SEC on January 18, 2005, and by Amendment No. 3 thereto, filed with the SEC on May 9, 2005, and by Amendment No. 4 thereto, filed with the SEC on January 9, 2006, and by Amendment No. 5 thereto, filed with the SEC on February 14, 2006, and by Amendment No. 6 thereto, filed with the SEC on February 24, 2006, and by Amendment No. 7 thereto, filed with the SEC on May 10, 2007, and by Amendment No. 8 thereto, filed with the SEC on May 22, 2007, and by Amendment No. 9 thereto, filed with the SEC on October 31, 2007, and by Amendment No. 10 thereto, filed with the SEC on November 15, 2007, and by Amendment No. 11 thereto, filed with the SEC on July 28, 2008, and by Amendment No. 12 thereto, filed with the SEC on July 21, 2009, and by Amendment No. 13 thereto, filed with the SEC on September 8, 2010, and by Amendment No. 14 thereto, filed with the SEC on September 24, 2010, and by Amendment No. 15 thereto, filed with the SEC on January 27, 2011, and by Amendment No. 16 thereto, filed with the SEC on May 25, 2011, and by Amendment No. 17 thereto, filed with the SEC on June 27, 2011, and by Amendment No. 18 thereto, filed with the SEC on March 22, 2012, and by Amendment No. 19 thereto, filed with the SEC on November 9, 2012, and by Amendment No. 20 thereto, filed with the SEC on December 2, 2013 (such Schedule 13D, as so amended, being this “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in this Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2 of this Schedule 13D is hereby amended and restated as follows:

(a), (f)

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 Philanthropies Foundation, a Delaware corporation (formerly known as Price Family Charitable Fund, a California nonprofit public benefit corporation) (collectively, the “Reporting Persons”).

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:

	Robert E. Price	Chairman and President
	Allison Price	Director, Vice President and Vice Chair
	Sherry S. Bahrambeygui	Director, Executive Vice President, Secretary and Vice Chair
	Dede Alpert	Director
	Sue Reynolds	Director
	Jack Knott	Director
	Jeff Fisher	Chief Financial Officer
	Todd Gloria	Director

The directors and officers of Price Philanthropies Foundation (collectively, the “Price Philanthropies Directors and Officers”), each of whom is a citizen of the United States of America, are as follows:

	Robert E. Price	Chairman and President
	Allison Price	Director Vice President and Vice Chair
	Sherry S. Bahrambeygui	Director, Executive Vice President, Secretary and Vice Chair
	Edward Spring	Director
	William Gorham	Director
	Jeff Fisher	Chief Financial Officer

(b)-(c)

Each Reporting Person, Price Charities Director and Officer and Price Philanthropies 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 Philanthropies Foundation, each of the Price Charities Directors and Officers, and each of the Price Philanthropies Directors and Officers, is 7777 Fay Avenue, Suite 300, La Jolla, California 92037.

The principal business of Price Charities is to function as a public charity. The principal business of Price Philanthropies Foundation is to function as a private foundation. The principal occupation of Mr. R. Price is President of Price Charities and Price Philanthropies Foundation. Mr. R. Price also is Chairman of the Board of Directors of PriceSmart, a manager of The Price Group LLC, and a 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 Philanthropies Foundation and director of the Issuer. The principal occupation of each of Mr. Gorham and Ms. Alpert is self-employed investor. 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. Gloria is council member for the City of San Diego.

(d)-(e) During the last five years, none of the Reporting Persons, nor any of the Price Charities Directors and Officers or Price Philanthropies 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.

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to include the following information:

On May 10, 2016, Price Charities, the Robert & Allison Price Charitable Trust, Price Philanthropies Foundation, The Price Group LLC and the Robert & Allison Price Trust each entered into a Stock Purchase Agreement with T. Rowe Price Associates, Inc., as investment adviser for and on behalf of certain funds and accounts, pursuant to which the following shares of PriceSmart Common Stock were sold at a price per share of $84.00: (i) 165,050 shares were sold by Price Charities, (ii) 119,025 shares were sold by the Robert & Allison Price Charitable Trust, (iii) 114,106 shares were sold by Price Philanthropies Foundation, (iv) 53,046 shares were sold by The Price Group LLC, and (v) 48,773 shares were sold by the Robert & Allison Price Trust.

ITEM 5.

INTERESTS IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

(a)-(b)^4,5,6

(1) Robert E. Price

Mr. R. Price presently may be deemed to beneficially own an aggregate of 7,897,190 shares of PriceSmart Common Stock, which represents approximately 26.0% of the outstanding Common Stock. Of such shares, Mr. R. Price may be deemed to have sole voting and dispositive power with respect to 833,905 shares and shared voting and dispositive power with respect to 7,063,285 shares. Of the shares for which Mr. R. Price may be deemed to have sole voting and dispositive power, (i) 833,825 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) 2,594,421 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) 766,662 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) 1,870,958 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) 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; (v) 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 (vi) 1,793,634 shares are owned by the Price Philanthropies Foundation 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. Ms. A. Price may be deemed to beneficially own 45,000 shares held by family trusts of which she is the sole trustee. To the extent she may be deemed to beneficially own any other shares of PriceSmart Common Stock, 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.

⁴ Each of the Price Charities Directors and Officers, other than Mr. R. Price, expressly disclaims beneficial ownership of the PriceSmart shares of Common Stock held by the Price Charities and accordingly has excluded such shares from the number of shares of PriceSmart Common Stock reported as beneficially owned. Mr. R. Price disclaims beneficial ownership of the PriceSmart shares of Common Stock held by Price Charities except to the extent of his voting and/or dispositive power.

⁵Each of the Price Philanthropies Directors and Officers, other than Mr. R. Price, expressly disclaims beneficial ownership of the PriceSmart shares of Common Stock held by the Price Philanthropies Foundation and accordingly has excluded such shares from the number of shares of PriceSmart Common Stock reported as beneficially owned. Mr. R. Price disclaims beneficial ownership of the PriceSmart shares of Common Stock held by Price Charities except to the extent of his voting and/or dispositive power.

⁶ Based upon 30,371,082 shares of Common Stock outstanding as of March 31, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 7, 2016.

(2) Price Charities

Price Charities may be deemed to beneficially own an aggregate of 2,594,421 shares of PriceSmart Common Stock, which represents approximately 8.5% 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 2,594,421 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.

(3) Price Philanthropies Foundation

The Price Philanthropies Foundation (formerly known as Price Charities Family Fund) may be deemed to beneficially own an aggregate of 1,793,634 shares of PriceSmart Common Stock, which represents approximately 5.9% of the outstanding Common Stock. Of such shares, the Price Philanthropies Foundation 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 1,793,634 shares of Common Stock. The Price Philanthropies Foundation 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 Philanthropies Foundation. Mr. R. Price disclaims beneficial ownership of such shares except to the extent of his voting and/or dispositive power.

(4) Sherry S. Bahrambeygui

Ms. Bahrambeygui may be deemed to beneficially own an aggregate of 121,572 shares of PriceSmart Common Stock, which represents approximately 0.4% of the outstanding Common Stock. Of such shares, Ms. Bahrambeygui may be deemed to have sole voting power with respect to 79,324 shares, sole dispositive power with respect to 79,324 shares, and shared voting and dispositive power with respect to 42,248 shares. Of the shares for which Ms. Bahrambeygui may be deemed to have sole voting and dispositive power, (i) 3,200 shares represent shares that underlie stock options held by Ms. Bahrambeygui which are currently exercisable or exercisable within 60 days of the date hereof for shares of Common Stock; (ii) 1,791 shares represent shares of restricted stock for which Ms. Bahrambeygui has sole voting power (but only 405 of which she has sole dispositive power);and (iii) 74,333 shares are owned by the Hosey Family Trust of which Ms. Bahrambeygui is a co-trustee of, but for which she has sole voting and dispositive power. Of the shares for which Ms. Bahrambeygui 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 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; (ii) 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; (iii) 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; (iv) 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; (v) 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; (vi) 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; and (vii) 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.

(5) William Gorham

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.

(6) Dede Alpert

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.

(7) Sue Reynolds

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.

(8) Jack Knott

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.

(9) Jeff Fisher

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.

(10) Edward Spring

Mr. Spring presently may be deemed to beneficially own an aggregate of 41,811 shares of PriceSmart Common Stock, which represents approximately 0% of the outstanding Common Stock. Of such shares, Mr. Spring may be deemed to have sole voting and dispositive power with respect to 1,563 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) 1,350 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.

(11) Todd Gloria

Mr. Gloria 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.

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 an employee of The Price Group, LLC, and Mr. Hosey is an attorney.

(c) The following transactions in PriceSmart’s Common Stock were effected by the Reporting Persons and Price Charities Directors and Officers in the 60 days prior to the filing date of this Amendment:

Party Effecting Transaction	Transaction Date	Shares Disposed		Price Per Share		Description of Transaction
Robert & Allison Price Charitable Trust	3/31/2016		26,478	$	0	Trust Distribution
Price Charities	5/10/2016		165,050	$	84.00	Private Sale
Robert & Allison Price Charitable Trust	5/10/2016		119,025	$	84.00	Private Sale
Price Philanthropies Foundation	5/10/2016		114,106	$	84.00	Private Sale
The Price Group LLC	5/10/2016		53,046	$	84.00	Private Sale
Robert & Allison Price Trust	5/10/2016		48,773	$	84.00	Private Sale
Robert E. Price in capacity as trustee of Benjamin Price Trust UTD 9/22/89	5/12/2016		5,210	$	0	Trust Distribution

⁷These shares were distributed to the Robert & Allison Price Trust.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to include the following information:

As disclosed in Item 4 of this Schedule 13D, on May 10, 2016, Price Charities, the Robert & Allison Price Charitable Trust, Price Philanthropies Foundation, The Price Group LLC and the Robert & Allison Price Trust each entered into a Stock Purchase Agreement with T. Rowe Price Associates, Inc., as investment adviser for and on behalf of certain funds and accounts, pursuant to which the following shares of PriceSmart Common Stock were sold at a price per share of $84.00: (i) 165,050 shares were sold by Price Charities, (ii) 119,025 shares were sold by the Robert & Allison Price Charitable Trust, (iii) 114,106 shares were sold by Price Philanthropies Foundation, (iv) 53,046 shares were sold by The Price Group LLC, and (v) 48,773 shares were sold by the Robert & Allison Price Trust. The foregoing description of the Stock Purchase Agreements is qualified in their entirety by reference to the actual agreements, copies of which are filed as exhibits to this Schedule 13D and incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended to include the following additional exhibits:

Exhibit
No.	Description of Exhibit

12	Stock Purchase Agreement, dated May 10, 2016, by and among Price Charities, T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.

13	Stock Purchase Agreement, dated May 10, 2016, by and among the Robert & Allison Price Charitable Trust, T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.

14	Stock Purchase Agreement, dated May 10, 2016, by and among Price Philanthropies Foundation (formerly known as Price Family Charitable Fund), T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.

15	Stock Purchase Agreement, dated May 10, 2016, by and among The Price Group LLC, T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.

16	Stock Purchase Agreement, dated May 10, 2016, by and among the Robert & Allison Price Trust, T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, and for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 20, 2016

	PRICE CHARITIES

	/s/ Sherry S. Bahrambeygui
	By:	Sherry S. Bahrambeygui
	Title:	Executive Vice President, Secretary and Vice Chair

	PRICE PHILANTHROPIES FOUNDATION

	/s/ Robert E. Price
	By:	Robert E. Price
	Title:	Chairman and President

	ROBERT E. PRICE

	/s/ Robert E. Price

Exhibit 12

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Charities (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).

WHEREAS, the Seller desires to sell to each of the Purchasers, and each of the Purchasers severally desire to acquire from the Seller, all of the Seller’s right, title and interest in, to and under certain Shares (as defined below) of the common stock, par value $0.0001 (the “Common Stock”), of PriceSmart, Inc., a Delaware corporation (the “Company”), at a purchase price of $84.00 per share of Common Stock (the “Purchase Price”); and

WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of 165,050 shares of Common Stock, in aggregate, at a purchase price of $84.00 per share.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1. SALE AND PURCHASE OF SHARES.

1.1 Sale and Purchase of Shares. On the terms and subject to the conditions of this Agreement, each of the Purchasers hereby severally and not jointly purchases and acquires from the Seller, and the Seller hereby sells, assigns and transfers to each of the Purchasers, that number of shares of Common Stock set forth opposite each of the Purchaser’s names on Exhibit A attached hereto (the “Shares”).

1.2 Purchase Price and Payment. At the closing of the transactions constituting the purchase and sale of the Shares (the “Closing”), (i) each of the Purchasers shall severally pay to the Seller an amount equal to the product of the Purchase Price and the number of Shares to be acquired by such Purchaser, as set forth opposite each of the Purchaser’s names on Exhibit A attached hereto, in immediately available U.S. funds by wire transfer to the brokerage account specified for the Seller on Exhibit B attached hereto and (ii) upon such payment, the Seller shall concurrently cause the Company to deliver to each of the Purchasers a certificate evidencing the Shares that such Purchaser is acquiring from the Seller hereunder. The Closing shall take place promptly and in any event within fifteen (15) business days from the date hereof, unless the parties hereto agree otherwise in writing.

2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:

2.1 Title to Shares. The Seller has good and marketable title to the Shares. Such Shares, upon their transfer to each of the Purchasers to which such Shares are to be sold, shall be free and clear of any lien, encumbrance, security interest, legend, or restriction of any nature (“Liens”), and, except for restrictions that may apply as a result of any facts or circumstances relating solely to the Purchasers or their respective affiliates, such Shares shall be freely transferable by the Purchaser upon the Closing. Upon delivery of and payment for such Shares pursuant to the terms hereof, each of the Purchasers shall acquire good and marketable title to such Shares as are set forth opposite such Purchaser’s name on Exhibit A attached hereto, free and clear of any Liens other than any such Liens created or suffered to exist by such Purchaser. To the knowledge of the Seller after due inquiry of the Company’s outside counsel, the registration statement on Form S-3 dated April 4, 2007 and the related prospectus, each as amended and supplemented to date (the “Registration Statement”) is currently effective, the U.S. Securities and Exchange Commission has not issued any stop order or other order suspending the effectiveness of the Registration Statement, and the Registration Statement registers the sale of the Shares.

2.2 Authority; Binding Nature of Agreements. The Seller has the requisite power and authority to execute, deliver and perform this Agreement. This Agreement, when executed and delivered by the Seller, will constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3 No Broker-Dealer; No Finders. The transfer of the Shares by the Seller pursuant to this Agreement shall not be by or through a broker-dealer in any public offering or otherwise through a broker or finder. No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Seller.

2.4 Sophisticated Seller. The Seller possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that the Seller is capable of evaluating the merits and economic risks of selling Shares, and of protecting its own interests in connection with the sale of the Shares, and the Seller is able to bear all such economic risks now and in the future. In entering into this Agreement and selling the Shares to be sold by it hereunder, the Seller is relying solely upon the advice of its own financial, legal and tax advisors. The Seller acknowledges that the sale of the Shares to be sold by it hereunder is the result of independent arms-length negotiations between the Seller and each Purchaser.

2.5 Investment Representations. The Purchaser and each of its directors, officers, employees, subsidiaries, affiliates, partners, agents, members, trustees, beneficiaries, successors and assigns (such persons collectively being the "Purchaser Covered Persons") may be in possession of, and/or have access to, certain information concerning the Company and its prospects, which is not known to the Seller, some of which might be material to the Seller's decision to sell the Shares, and neither the Purchaser nor any Purchaser Covered Person has revealed any such information to the Seller. The Seller understands that such information may be indicative of a value for the Shares that is substantially different (higher or lower) than the price that the Shares may trade in the market or the price to be received by the Seller hereunder. The Seller further acknowledges that the Seller is a sophisticated investor with considerable experience in investments of this nature, and the Seller understands that securities prices are a function of a large number of variables and that there is no way to predict or otherwise gauge the market's reaction to the disclosure of any material information. With full recognition of the foregoing, with the Seller's acknowledgement that the Purchaser and the Purchaser Covered Persons may be in possession of certain information of the nature described above and after discussing these matters with the Seller’s legal counsel, the Seller wishes to sell the Shares to the Purchasers on the terms and pursuant to the documents the parties have negotiated.

2.6 Consents. The execution and delivery by the Seller of this Agreement, and the transfer of the Shares on the terms and conditions set forth herein, do not and will not require any consent of any person or entity (including, without limitation, the Company) pursuant to any material contract or agreement to which the Seller is a party, other than the removal of the restrictive legend that is currently affixed to the certificate evidencing the Shares, which restrictive legend will be removed prior to the Closing. The Seller is not required to file, seek or obtain any authorization, approval or order with any governmental authority in connection with the execution, delivery and performance by the Seller of this Agreement or the transfer of the Shares on the terms and conditions set forth herein, except for such filings as may be required to be made by the Seller under any applicable federal or state securities or "blue sky" laws and except as may be necessary as a result of any facts or circumstances relating to any of the Purchasers or their respective affiliates.

2.7 No Lock-Up. The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:

3.1 Authority; Binding Nature of Agreement. Such Purchaser has provided TRPA with, and TRPA therefore has, the requisite power and authority to execute, deliver and perform this Agreement on behalf of such Purchaser. This Agreement, when executed and delivered by TRPA on behalf of such Purchaser, will constitute the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.2 Consents. The execution and delivery by such Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not require any consent of any person or entity pursuant to any material contract or agreement to which such Purchaser is a party. Such Purchaser is not required to file, seek or obtain any authorization, approval or order with any governmental authority in connection with the execution, delivery and performance by such Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except for such filings as may be required to be made by such Purchaser under any applicable federal or state securities or "blue sky" laws and except as may be necessary as a result of any facts or circumstances relating to Seller or its affiliates.

3.3 Purchasing for Own Account. The Shares to be acquired by such Purchaser hereunder are being acquired for investment purposes only for such Purchaser’s own account and not with a view to or in connection with any distribution, reoffer, resale, or other disposition not in compliance with the Act, and the rules and regulations promulgated thereunder and applicable state securities laws.

3.4 Prospectus. Such Purchaser has received from the Seller a prospectus and related supplements satisfying the prospectus delivery requirements under the federal securities laws and the regulations promulgated thereunder in connection with the sale of the Shares to be acquired by it hereunder.

3.5 No Broker-Dealer; No Finders. The purchase of the Shares by the Purchaser pursuant to this Agreement shall not be by or through a broker-dealer or otherwise through a broker or finder. No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Seller for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf any Purchaser.

3.6 Sophisticated Investor. Such Purchaser possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that such Purchaser is capable of evaluating the merits and economic risks of acquiring and holding Shares, and of protecting its own interests in connection with the acquisition and holding of the Shares, and such Purchaser is able to bear all such economic risks now and in the future. In entering into this Agreement and purchasing the Shares to be acquired by it hereunder, such Purchaser is relying solely upon the advice of its own financial, legal and tax advisors. Such Purchaser acknowledges that the acquisition of the Shares to be acquired by it hereunder is the result of independent arms-length negotiations between Seller and such Purchaser.

3.7 Investment Representations. The Seller and each of its directors, officers, employees, subsidiaries, affiliates, partners, agents, members, trustees, beneficiaries, successors and assigns (such persons collectively being the "Seller Covered Persons") may be in possession of, and/or have access to, material nonpublic information concerning the Company and its prospects, which is not known to such Purchaser, some of which might be material to such Purchaser's decision to acquire the Shares, and neither the Seller nor any Seller Covered Person has revealed any such information to such Purchaser. Such Purchaser understands that such information may be indicative of a value for the Shares that is substantially different (higher or lower) than the price that the Shares may trade in the market or the price to be received by Seller hereunder. Such Purchaser further acknowledges that Purchaser is a sophisticated investor with considerable experience in investments of this nature, and such Purchaser understands that securities prices are a function of a large number of variables and that there is no way to predict or otherwise gauge the market's reaction to the disclosure of any material information. With full recognition of the foregoing, with such Purchaser's acknowledgement that the Seller and the Seller Covered Persons may be in possession of material nonpublic information of the nature described above and after discussing these matters with such Purchaser's legal counsel, such Purchaser wishes to acquire the Shares from the Seller on the terms and pursuant to the documents the parties have negotiated.

4. REPRESENTATIONS AND WARRANTIES OF TRPA.

4.1 Authority. TRPA represents and warrants to and for the benefit of the Seller that it has the requisite power and authority (i) to execute, deliver and perform the provisions of this Agreement (including this Article 4 and Article 6) to which it is a party (the “TRPA Provisions”) on its own behalf and (ii) to execute and deliver this Agreement on behalf of and as agent for the Purchasers. The execution and delivery of this Agreement by TRPA on behalf of and as agent for the Purchasers binds each Purchaser to its obligations set forth herein as if such Purchaser was itself a signatory hereto. The TRPA Provisions, when executed and delivered by TRPA, will constitute the legal, valid and binding obligation of TRPA, enforceable against TRPA in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

5. COVENANTS

5.1 Required Filings. The Seller shall file a report on Form 4 with the Securities and Exchange Commission in compliance with the applicable federal securities laws in connection with the sale of the Shares to the Purchasers, if required.

6. Miscellaneous Provisions.

6.1 Expenses. Each party shall pay the expenses and costs incurred by it incidental to the preparation of this Agreement, the performance and compliance with all agreements contained in this Agreement to be performed or complied with by them and the consummation of the transactions contemplated hereby.

6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the consummation of the transactions contemplated hereby.

6.3 Assignment; Successors and Assigns. No party may assign or otherwise transfer this Agreement or any of its rights hereunder to any person or entity without the prior written consent of the other parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties and their respective executors, administrators, estates, heirs, successors and assigns.

6.4 Entire Agreement; Amendment. This Agreement represents the entire agreement and understanding between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, supplemented, modified, waived, discharged or terminated except by an agreement in writing signed by the Seller and each Purchaser.

6.5 Governing Law; Submission to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York as it applies to contracts to be performed entirely within the State of New York by residents of such state. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any state or federal court sitting in the Borough of Manhattan, New York City, New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties (including, for the avoidance of doubt, TRPA) further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

6.6 Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.

6.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6.8 Further Assurances. The parties will, from time to time as reasonably requested to do so by the other, execute, acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to complete, ensure and perfect the consummation of the transactions contemplated hereby.

6.9 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be sent by overnight courier (a) to the Seller at the address set forth under its name on its signature page attached hereto, (b) to T. Rowe Price Associates, Inc., on behalf of the Purchasers, at the address set forth for the Purchasers on Exhibit A, and (c) to TRPA, at the address set forth under its name on the signature page attached hereto. All such notices and other communications shall be effective or deemed given upon two (2) business days after dispatch and a courtesy copy of the notice shall also be sent by electronic mail delivery.

6.10 Specific Enforcement. Notwithstanding anything to the contrary set forth herein, it is agreed and understood that monetary damages would not adequately compensate an injured party hereto for the breach of this Agreement by any other party hereto, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

	SELLER:

	PRICE CHARITIES

	By:	/s/ Sherry S. Bahrambeygui
	Name: Sherry S. Bahrambeygui
	Title: Executive Vice President

	Notice Address:
	Price Charities
	Attn: Sherry Bahrambeygui
	7777 Fay Avenue, Suite 300
	La Jolla, CA 92037

Signature Page to Stock Purchase Agreement (PC)

PURCHASERS:

	EACH OF THE FUNDS AND ACCOUNTS SET FORTH IN EXHIBIT A, severally and not jointly

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

	By:	/s/ Michael Blandino
	Name: Michael Blandino
	Title: Vice President

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

	By:	/s/ David Oestreicher
	Name: David Oestreicher
	Title: Vice President

	FOR THE LIMITED PURPOSE OF ARTICLE 4 AND ARTICLE 6, TRPA:

	T. ROWE PRICE ASSOCIATES, INC.

	By:	/s/ Michael Blandino
	Name: Michael Blandino
	Title: Vice President

	Address for Notices to T. Rowe Price Associates, Inc.:

	T. Rowe Price Associates, Inc.
	100 East Pratt Street
	Baltimore, Maryland 21202
	Attn: Andrew Baek, Vice President and
	Senior Legal Counsel
	[email protected]

Signature Page to Stock Purchase Agreement (PC)

Exhibit 13

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Robert & Allison Price Charitable Trust (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).

WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of 119,025 shares of Common Stock, in aggregate, at a purchase price of $84.00 per share.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1. SALE AND PURCHASE OF SHARES.

2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:

2.7 No Lock-Up. The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:

4. REPRESENTATIONS AND WARRANTIES OF TRPA.

5. COVENANTS

6. Miscellaneous Provisions.

6.6 Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

	SELLER:

	ROBERT & ALLISON PRICE CHARITABLE TRUST

	By:	/s/ Robert E. Price
	Name: Robert E. Price
	Title: Trustee

	Notice Address: Robert & Allison Price Charitable Trust Attn: Sherry Bahrambeygui 7777 Fay Avenue, Suite 300 La Jolla, CA 92037

Signature Page to Stock Purchase Agreement (R&AP CT)

PURCHASERS:

	EACH OF THE FUNDS AND ACCOUNTS SET FORTH IN EXHIBIT A, severally and not jointly By: T. ROWE PRICE ASSOCIATES, INC., as investment advisor

	By:	/s/ Michael Blandino
	Name: Michael Blandino
	Title: Vice President

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

	By:	/s/ David Oestreicher
	Name: David Oestreicher
	Title: Vice President

	FOR THE LIMITED PURPOSE OF ARTICLE 4 AND ARTICLE 6, TRPA:

	T. ROWE PRICE ASSOCIATES, INC.

	By:	/s/ Michael Blandino
	Name: Michael Blandino
	Title: Vice President

	Address for Notices to T. Rowe Price Associates, Inc.:

	T. Rowe Price Associates, Inc.
	100 East Pratt Street
	Baltimore, Maryland 21202
	Attn: Andrew Baek, Vice President and
	Senior Legal Counsel
	[email protected]

Signature Page to Stock Purchase Agreement (R&AP CT)

Exhibit 14

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Philanthropies Foundation (fka Price Family Charitable Fund) (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).

WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of 114,106 shares of Common Stock, in aggregate, at a purchase price of $84.00 per share.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1. SALE AND PURCHASE OF SHARES.

2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:

2.1 Title to Shares. The Seller has good and marketable title to the Shares. Subject to the immediately following sentence, such Shares, upon their transfer to each of the Purchasers to which such Shares are to be sold, shall be free and clear of any lien, encumbrance, security interest, legend, or restriction of any nature (“Liens”), and, except for restrictions that may apply as a result of any facts or circumstances relating solely to the Purchasers or their respective affiliates or by reason of generally applicable federal and state securities laws, such Shares shall be freely transferable by the Purchaser upon the Closing. Such Shares shall be “restricted securities” within the meaning of the Securities Act of 1933, as amended, and the rules promulgated thereunder (the “Securities Act”). Upon delivery of and payment for such Shares pursuant to the terms hereof, each of the Purchasers shall acquire good and marketable title to such Shares as are set forth opposite such Purchaser’s name on Exhibit A attached hereto, free and clear of any Liens other than any such Liens created or suffered to exist by such Purchaser.

2.7 No Lock-Up. The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.

2.8 Additional Representations. Neither the Seller nor anyone acting on its behalf has offered or is selling the Shares by any form of general solicitation or general advertising. The Seller is not subject to an event that would disqualify the Seller under Rule 506(d)(1) of Regulation D promulgated under the Securities Act. To the knowledge of the Seller, the Company is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person. To the knowledge of the Seller, the Shares do not constitute the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the Shares or a redistribution.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:

4. REPRESENTATIONS AND WARRANTIES OF TRPA.

5. COVENANTS

5.1 Restrictions on Transfer. The parties intend for the purchase and sale of the Shares hereunder to be made pursuant to the exemption from registration provided under Section 4(a)(7) of the Securities Act or another available exemption from registration under Section 5 of the Securities Act. For a period of one hundred eighty (180) days from the Closing, none of the Purchasers shall sell, assign or transfer any of the Shares acquired by it hereunder.

5.2 Required Filings. The Seller shall file a report on Form 4 with the Securities and Exchange Commission in compliance with the applicable federal securities laws in connection with the sale of the Shares to the Purchasers, if required.

6. Miscellaneous Provisions.

6.6 Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

	SELLER:

	PRICE PHILANTHROPIES FOUNDATION (fka PRICE FAMILY CHARITABLE FUND)

	By:	/s/ Sherry S. Bahrambeygui
	Name: Sherry S. Bahrambeygui
	Title: Executive Vice President

	Notice Address: Price Philanthropies Foundation Attn: Sherry Bahrambeygui 7777 Fay Avenue, Suite 300 La Jolla, CA 92037

Signature Page to Stock Purchase Agreement (PPF)

PURCHASERS:

	EACH OF THE FUNDS AND ACCOUNTS SET FORTH IN EXHIBIT A, severally and not jointly By: T. ROWE PRICE ASSOCIATES, INC., as investment advisor

	By:	/s/ Michael Blandino
	Name: Michael Blandino
	Title: Vice President

	FOR THE LIMITED PURPOSE OF ARTICLE 4 AND ARTICLE 6, TRPA:

	T. ROWE PRICE ASSOCIATES, INC.

	By:	/s/ Michael Blandino
	Name: Michael Blandino
	Title: Vice President

	Address for Notices to T. Rowe Price Associates, Inc.:

	T. Rowe Price Associates, Inc.
	100 East Pratt Street
	Baltimore, Maryland 21202
	Attn: Andrew Baek, Vice President and
	Senior Legal Counsel
	[email protected]

Signature Page to Stock Purchase Agreement (PPF)

Exhibit 15

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) The Price Group, LLC (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).

WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of 53,046 shares of Common Stock, in aggregate, at a purchase price of $84.00 per share.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

SALE AND PURCHASE OF SHARES.

REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:

2.7 No Lock-Up. The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:

REPRESENTATIONS AND WARRANTIES OF TRPA.

COVENANTS

Miscellaneous Provisions.

6.6 Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

	SELLER:

	THE PRICE GROUP, LLC

	By:	/s/ Sherry S. Bahrambeygui

	Name:	Sherry S. Bahrambeygui
	Title:	Managing Member/President

	Notice Address:
	The Price Group, LLC
	Attn: Sherry Bahrambeygui
	7777 Fay Avenue, Suite 300
	La Jolla, CA 92037

Signature Page to Stock Purchase Agreement (PG)

PURCHASERS:

	EACH OF THE FUNDS AND ACCOUNTS SET FORTH IN EXHIBIT A, severally and not jointly

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

By:

/s/ Michael Blandino

	Name:	Michael Blandino
	Title:	Vice President

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

By:

/s/ David Oestreicher

	Name:	David Oestreicher
	Title:	Vice President

FOR THE LIMITED PURPOSE OF ARTICLE 4 AND ARTICLE 6, TRPA:

	T. ROWE PRICE ASSOCIATES, INC.

	By:	/s/ Michael Blandino

	Name:	Michael Blandino
	Title:	Vice President

	Address for Notices to T. Rowe Price Associates, Inc.:

	T. Rowe Price Associates, Inc.
	100 East Pratt Street
	Baltimore, Maryland 21202
	Attn: Andrew Baek, Vice President and
	Senior Legal Counsel
	[email protected]

Signature Page to Stock Purchase Agreement (PG)

Exhibit 16

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Robert & Allison Price Trust (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).

WHEREAS, the Seller and each of the Purchasers desire to enter into this Agreement in order to evidence the purchase and sale of 48,773 shares of Common Stock, in aggregate, at a purchase price of $84.00 per share.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

SALE AND PURCHASE OF SHARES.

REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to and for the benefit of each of the Purchasers as follows:

2.7 No Lock-Up. The Seller, at the time of Closing, will not be subject to a lock-up agreement, standstill agreement or any other agreement prohibiting the sale of the Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Each of the Purchasers severally represents and warrants to and for the benefit of the Seller as follows:

REPRESENTATIONS AND WARRANTIES OF TRPA.

COVENANTS

Miscellaneous Provisions.

6.6 Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which shall constitute one instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

	SELLER:

	ROBERT & ALLISON PRICE TRUST

	By:	/s/ Robert E. Price

	Name:	Robert E. Price
	Title:	Trustee

	Notice Address:
	Robert and Allison Price Trust
	Attn: Sherry Bahrambeygui
	7777 Fay Avenue, Suite 300
	La Jolla, CA 92037

Signature Page to Stock Purchase Agreement (R&APT)

PURCHASERS:

	EACH OF THE FUNDS AND ACCOUNTS SET FORTH IN EXHIBIT A, severally and not jointly

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

	By:	/s/ Michael Blandino

	Name:	Michael Blandino
	Title:	Vice President

	By: T. ROWE PRICE ASSOCIATES, INC.,
	as investment advisor

By:

/s/ David Oestreicher

	Name:	David Oestreicher
	Title:	Vice President

	FOR THE LIMITED PURPOSE OF ARTICLE 4 AND ARTICLE 6, TRPA:

	T. ROWE PRICE ASSOCIATES, INC.

	By:	/s/ Michael Blandino

	Name:	Michael Blandino
	Title:	Vice President

	Address for Notices to T. Rowe Price Associates, Inc.:

	T. Rowe Price Associates, Inc.
	100 East Pratt Street
	Baltimore, Maryland 21202
	Attn: Andrew Baek, Vice President and
	Senior Legal Counsel
	[email protected]

Signature Page to Stock Purchase Agreement (R&APT)

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Form SC 13D/A PRICESMART INC Filed by: PRICE ROBERT E

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