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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 26.03 | 03/13/2017 | M | 58,576 | (13) | 03/16/2017 | Common Stock, par value $0.01 per share | 58,576 | $ 0 | 76,424 | D | ||||
Employee Stock Option (right to buy) | $ 28.23 | 03/13/2017 | M | 31,968 | (13) | 03/21/2017 | Common Stock, par value $0.01 per share | 31,968 | $ 0 | 268,032 | D | ||||
Employee Stock Option (right to buy) | $ 26.03 | 03/14/2017 | M | 40,524 | (13) | 03/16/2017 | Common Stock, par value $0.01 per share | 40,524 | $ 0 | 35,900 | D | ||||
Employee Stock Option (right to buy) | $ 28.23 | 03/14/2017 | M | 202,276 | (13) | 03/21/2017 | Common Stock, par value $0.01 per share | 202,276 | $ 0 | 65,756 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA 15108 |
X | X | Chairman and CEO |
/s/ Edward W. Stack | 03/15/2017 | |
**Signature of Reporting Person | Date |
* | 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) | Amount includes 2,568,999 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock. |
(2) | Amount reflects a shift from (i) indirect to direct ownership of 250,250 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, and 118,200 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust V, which were transferred from the trusts to Mr. Stack on August 30, 2016 to satisfy annual annuity payment obligations, as discussed in other footnotes herein, and (ii) direct to indirect ownership of 10,000,000 shares of Class B Common Stock, which had been held directly by Edward W. Stack and which were transferred into the Edward W. Stack Grantor Retained Annuity Trust VI, Edward W. Stack Grantor Retained Annuity Trust VII and Edward W. Stack Grantor Retained Annuity Trust VIII as reflected on this filing. |
(3) | Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock option in accordance with applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to the shares underlying these options upon exercise. The net after tax proceeds associated the sale of 31,968 shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU. |
(4) | Represents the weighted average of multiple sales transactions ranging in price from $48.00 to 48.66. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company. |
(5) | Represents the weighted average of multiple sales transactions ranging in price from $49.00 to 49.08. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company. |
(6) | Pursuant to the MOU referenced above, the net after tax proceeds associated with the sale of 85,200 of these shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU. |
(7) | Represents the weighted average of multiple sales transactions ranging in price from $46.90 to 47.52. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company. |
(8) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV. |
(9) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. |
(10) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI. |
(11) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII. |
(12) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII. |
(13) | Stock option vested 25% per year on the first, second, third and fourth anniversaries of the grant date. |