PRICESMART INC — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRICESMART INC (PSMT)
CIK: 0001041803
Period of Report: 2012-05-01

Reporting Person: LYNN MITCHELL G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock, $0.0001 par value per share	A	1050	—	Acquired	1050	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value per share	9457	Indirect

Footnotes

F1: These shares are represented by restricted stock units, which vest 33.3% per year beginning on May 1, 2013.

F2: The reported securities are owned directly by the Lynn Family Trust of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.