UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. 904 311 107

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ryan S. Wood

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
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,800,100

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
1,800,100

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,100

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)
5.8%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
The name of the issuer is Under Armour, Inc., a Maryland corporation (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices
The principal executive office and mailing address of the Issuer is 1020 Hull Street, 3rd Floor, Baltimore, MD 21230.

Item 2.

(a)

Name of Person Filing
The name of the person filing this statement is Ryan S. Wood (the “Reporting Person”).

(b)

Address of Principal Business Office or, if none, Residence
The Reporting Person’s principal business address is c/o Under Armour, Inc, 1020 Hull Street, 3rd Floor, Baltimore, MD 21230.

(c)

Citizenship
The Reporting Person is a United States citizen.

(d)

Title of Class of Securities
This Schedule 13G relates to the Class A Common Stock, par value $0.00031/3 (the “Common Stock”).

(e)

CUSIP Number
The CUSIP Number of the Common Stock is 904 311 107.

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).

N/A

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:

1,800,100. (2)

(b)

Percent of class:

5.8%. (3)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

1,800,100.

(ii)

Shared power to vote or to direct the vote    

0.

(iii)

Sole power to dispose or to direct the disposition of   

1,800,100.

(iv)

Shared power to dispose or to direct the disposition of   

0.

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   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

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

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

N/A

February  14, 2006

Date

/s/ RYAN S. WOOD

Signature

Ryan S. Wood

Name/Title