//13504-1-ba

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Under Armour, Inc.

(Name of Issuer)

Class A Common Stock, $0.0003-1/3 par value per share

(Title of Class of Securities)

904311107

(CUSIP Number)

June 1, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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.  904311107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Rosewood Capital IV, L.P.

22-3707169

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2


 

CUSIP No.  904311107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Rosewood Capital Associates IV, L.L.C.

22-3707171

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3


 

Item 1.

 

(a)

Name of Issuer  Under Armour, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices  1020 Hull Street, 3rd Floor, Baltimore, MD  21230.

 

Item 2.

 

(a)

Name of Person Filing  Rosewood Capital IV, L.P. and Rosewood Capital Associates IV, L.L.C. (together, the “Reporting Persons”)

 

(b)

Address of Principal Business Office or, if none, Residence  One Maritime Plaza #1401, San Francisco, CA  94111

 

(c)

Citizenship  See the responses to Item 4 on the attached cover pages.

 

(d)

Title of Class of Securities  Class A Common Stock, $0.0003-1/3 par value per share (the “Common Stock”)

 

(e)

CUSIP Number  904311107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

4


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    0

 

 

(b)

Percent of class:    0

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote    0

 

 

 

(ii)

Shared power to vote or to direct the vote     0

 

 

 

(iii)

Sole power to dispose or to direct the disposition of    0

 

 

 

(iv)

Shared power to dispose or to direct the disposition of    0

 

On June 1, 2006, all shares of Common Stock beneficially owned by the Reporting Persons (as originally reported in a Schedule 13G filed by the Reporting Persons on March 9, 2006) were sold.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

 

 

5


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:June 9, 2006

ROSEWOOD CAPITAL IV, L.P.

 

 

 

By: Rosewood Capital Associates IV, L.L.C.

 

Its: General Partner

 

 

 

By /s/ Kevin Reilly                

Name:  Kevin Reilly
Title:  Managing Member

 

 

 

ROSEWOOD CAPITAL ASSOCIATES IV, L.L.C.

 

 

 

By /s/ Kevin Reilly                

Name:  Kevin Reilly
Title:  Managing Member

 

 

 

 

 

 

6


JOINT FILING AGREEMENT

 

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed, on behalf of each of us, and that this Agreement be included as an exhibit to such statement.

 

 

DATED: June 9, 2006

 

 

 

ROSEWOOD CAPITAL IV, L.P.

 

 

 

 

By:

Rosewood Capital Associates IV, L.L.C.

 

Its:

General Partner

 

 

 

 

By

/s/ Kevin Reilly

 

 

 

Name:  Kevin Reilly

 

 

Title:  Managing Member

 

 

 

 

 

 

 

ROSEWOOD CAPITAL ASSOCIATES IV, L.L.C.

 

 

 

 

By

/s/ Kevin Reilly

 

 

 

Name:  Kevin Reilly

 

 

Title:  Managing Member