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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * PRICE ROBERT E   2. Issuer Name and Ticker or Trading Symbol PRICESMART INC [PSMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7979 IVANHOE AVENUE, SUITE 520 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2011 (Street) LA JOLLA, CA 92037 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/11/2011   G V 4,420 D $ 0 821,938 I As co-trustee of the Robert and Allison Price Trust UDT 1/10/75 (1) Common Stock 02/02/2011   G V 2,760 D $ 0 819,178 I As co-trustee of the Robert and Allison Price Trust UDT 1/10/75 (1) Common Stock 02/14/2011   G V 1,000 D $ 0 818,178 I As co-trustee of the Robert and Allison Price Trust UDT 1/10/75 (1) Common Stock 02/16/2011   G V 1,400 D $ 0 816,778 I As co-trustee of the Robert and Allison Price Trust UDT 1/10/75 (1) Common Stock               80 D   Common Stock               2,245,168 I As co-trustee of the Robert and Allison Price Charitable Trust (2) Common Stock               944,315 I As co-manager of The Price Group LLC (3) Common Stock               18,805 I As co-trustee of the Rebecca Price Trust UTD 9/22/89 (4) Common Stock               18,805 I As co-trustee of the Sarah Price Trust UTD 9/22/89 (5) Common Stock               18,805 I As co-trustee of the David Price Trust UTD 9/22/89 (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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
PRICE ROBERT E 7979 IVANHOE AVENUE SUITE 520 LA JOLLA, CA 92037	X	X

Signatures

/s/ Robert E. Price		03/07/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person and his wife Allison Price are co-trustees of this trust.
(2)	The 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.
(3)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	The reporting person serves as co-trustee of this trust with his wife Allison Price and their adult daughter Rebecca Price Brewer. 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.
(5)	The reporting person serves as co-trustee of this trust with his wife Allison Price and their adult daughter Sarah Price Keating. 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.
(6)	The 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.
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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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