Edgar Filing: Under Armour, Inc.

Ownership Submission

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 ^*

Plank Kevin A

2. Issuer Name and Ticker or Trading Symbol
Under Armour, Inc. [UAC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

1020 HULL STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016

(Street)

BALITIMORE, MD 21230

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock ⁽¹⁾	04/29/2016		S⁽²⁾		197,680 ⁽³⁾	D	$ 40.837	28,774,490	D
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		6,177 ⁽³⁾	D	$ 40.837	714,723	I	KD Plank LLC
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		6,177 ⁽³⁾	D	$ 40.837	1,038,823	I	KD Plank #2 LLC
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		12,355 ⁽³⁾	D	$ 40.837	3,086,121	I	By Plank Family Trust
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		2,320 ⁽⁵⁾	D	$ 41.583	28,772,170	D
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		73 ⁽⁵⁾	D	$ 41.583	714,650	I	KD Plank LLC
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		73 ⁽⁵⁾	D	$ 41.583	1,038,750	I	KD Plank #2 LLC
Class C Common Stock ⁽⁴⁾	04/29/2016		S⁽²⁾		145 ⁽⁵⁾	D	$ 41.583	3,085,976	I	By Plank Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Plank Kevin A 1020 HULL STREET BALITIMORE, MD 21230			Chairman and CEO

Signatures

/s/ John P. Stanton, Attorney in Fact for Kevin A. Plank		04/29/2016
^**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)	Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock and Class B Common Stock on March 28, 2016, the record date for the dividend, received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock and Class B Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend, including outstanding shares held by the Reporting Person and shares underlying performance-based restricted units previously granted to the Reporting Person which have been earned based on the Company performance but have not yet vested.
(2)	Shares sold pursuant to a 10b5-1 trading plan.
(3)	This transaction was executed in multiple trades at prices ranging from $40.48 to $41.47. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)	The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend.
(5)	This transaction was executed in multiple trades at prices ranging from $41.50 to $41.66. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Remarks: The reporting person beneficially owns 211,546 shares of Class A Common Stock, which include outstanding shares held by the Reporting Person and shares underlying performance-based restricted units previously granted to the Reporting Person which have been earned based on the Company performance but have not yet vested. These shares are not included on this form. Does not include 34,450,000 shares of Class B Common Stock held directly and indirectly by the reporting person.

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