-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IkPTrhQiO6PX0Xyn9mL/wYPtAiwGnASvmYyZ/tO75WDQyObqlT+Fgx5YdQ/cVLbU kuuqCIEKLzqG+RiYjBQdKA== 0000903423-06-000615.txt : 20060607 0000903423-06-000615.hdr.sgml : 20060607 20060607133202 ACCESSION NUMBER: 0000903423-06-000615 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Plank Kevin A CENTRAL INDEX KEY: 0001344637 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 410-454-6428 MAIL ADDRESS: STREET 1: UNDER ARMOUR INC STREET 2: 1020 HULL STREET 3RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Under Armour, Inc. CENTRAL INDEX KEY: 0001336917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 521990078 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81178 FILM NUMBER: 06891170 BUSINESS ADDRESS: STREET 1: 1020 HULL STREET STREET 2: 3RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21230 BUSINESS PHONE: 410-454-6428 MAIL ADDRESS: STREET 1: 1020 HULL STREET STREET 2: 3RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21230 SC 13D/A 1 plank-13da1_0607.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

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)

904 311 107

(CUSIP Number)

Kevin A. Plank

President, Chief Executive Officer and Chairman

Under Armour, Inc.

1020 Hull Street

3rd Floor

Baltimore, MD 21230

(410) 454-6428

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 1, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on the following pages)

(Page 1 of 1)

CUSIP No. 904 311 107

13D

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kevin A. Plank
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

* Includes 100 shares of Class A Common Stock owned directly by the Reporting Person, 12,401,025 shares of Class A Common Stock that can be acquired, upon the election of the Reporting Person, through the conversion of 12,401,025 shares of Class B Common Stock owned directly by the Reporting Person, and 848,975 shares of Class A Common Stock that can be acquired, upon the election of the Reporting Person, through the conversion of 848,975 shares of Class B Common Stock owned by two entities of which the Reporting Person is the managing member.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 904 311 107

13D

Page 3 of 6

Item 1.

Security and Issuer.

This Amendment No. 1 (the “Amendment”) amends the original Schedule 13D dated November 23, 2005 (the “Original Schedule 13D”) relating to shares of Class A Common Stock, par value $0.0003 1/3 (the “Class A Common Stock”), of Under Armour, Inc., a Maryland corporation (the “Issuer”). The Issuer’s principal executive office is located at 1020 Hull Street, 3rd Floor, Baltimore, MD 21230. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Original Schedule 13D.

Items 3, 4, 5(a), 6 and 7 of the Original Schedule 13D are hereby amended and supplemented to include the following:

Item 3.

Source and Amount of Funds or Other Consideration.

This Amendment amends and restates Item 3 of the Original Schedule 13D in its entirety as set forth below:

All of the shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person were acquired in connection with the Issuer’s initial public offering of its Class A Common Stock which closed on November 23, 2005. Prior to the Issuer’s initial public offering, the Reporting Person owned 16,200,000 shares of the Issuer’s Class A Common Stock.

In connection with the Issuer’s initial public offering, the Reporting Person sold 1,000,000 shares of Class A Common Stock in the initial public offering, and exchanged his remaining shares of Class A Common Stock for shares of Class B Common Stock (the “Class B Common Stock”), on a one-for-one basis. In addition, upon the consummation of the Issuer’s initial public offering, the Issuer granted to each full-time employee of the Issuer who had been continuously employed by the Issuer since April 30, 2005, including the Reporting Person, 100 shares of the Issuer’s Class A Common Stock.

On June 1, 2006, the Reporting Person sold 1,950,000 shares of Class A Common Stock in a registered public offering.

As a result of these transactions, the Reporting Person beneficially owns 13,250,000 shares of Class B Common Stock and 100 shares of Class A Common Stock. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis under certain circumstances, including at the option of the Reporting Person. Accordingly, the Reporting Person is deemed to be the beneficial owner of 13,250,100 shares of the Issuer’s Class A Common Stock.

Item 4.

Purpose of Transaction.

This Amendment amends Item 4 of the Original Schedule 13D by replacing the third sentence of the second paragraph of Item 4 of the Original Schedule 13D with the following sentence:

CUSIP No. 904 311 107

13D

Page 4 of 6

As a result, the Reporting Person beneficially owns shares of Class B Common Stock and Class A Common Stock representing approximately 79.5% of the combined voting power of the Issuer.

In addition, this Amendment amends Item 4 of the Original Schedule 13D by replacing the last paragraph of Item 4 of the Original Schedule 13D with the following paragraph:

Pursuant to the terms of a Lock-Up Agreement between the Reporting Person and the underwriters of the public offering of the Issuer’s Class A Common Stock, which closed on June 1, 2006 (the “Current Lock-Up Agreement”), the Reporting Person is restricted from selling any shares of the Issuer's Class A or Class B Common Stock for a period of 90 days beginning May 25, 2006, unless otherwise agreed to in writing by the underwriters.

Item 5.

Interest in Securities of the Issuer.

This Amendment amends and restates Item 5(a) of the Original Schedule 13D in its entirety as set forth below:

(a) As of the date of this report, the Reporting Person beneficially owns an aggregate of 13,250,100 shares of Class A Common Stock. As noted above, the number of shares beneficially owned by the Reporting Person includes 13,250,000 shares of Class A Common Stock issuable upon conversion of 13,250,000 shares of Class B Common Stock. The Reporting Person’s holdings represent approximately 28% of the Issuer’s outstanding common shares (based upon 47,335,594 shares of Class A Common Stock deemed outstanding assuming issuance of the 13,250,000 shares of Class A Common Stock upon conversion of the outstanding shares of Class B Common Stock). Shares beneficially owned by the Reporting Person represent approximately 79.5% of the total voting power of the combined voting classes of the capital stock of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

This Amendment amends and restates Item 6 of the Original Schedule 13D in its entirety as set forth below:

The Reporting Person is entitled to certain rights with respect to the registration of the Issuer’s common stock pursuant to a Registration Rights Agreement dated September 30, 2003 (the “Registration Rights Agreement”) among the Issuer and, among others, the Reporting Person. The Registration Rights Agreement provides for piggyback registration rights pursuant to which the Reporting Person can request registration of their shares when the Issuer registers shares.

The stockholders who are parties to the Registration Rights Agreement have piggyback registration rights which apply when the Issuer registers shares other than pursuant to a Form S-4 or S-8. The Registration Rights Agreement also provides that the number of shares included by any stockholder in an underwritten public offering may be reduced if and to the extent the underwriters for such offering determine that the number of shares to be included in the registration exceeds the number that the underwriters believe they can sell.

CUSIP No. 904 311 107

13D

Page 5 of 6

The Issuer is required to bear all registration fees and expenses related to the registrations under the Registration Rights Agreement, excluding any transfer taxes relating to the sale of the shares held by the Issuer’s existing stockholders, any underwriting discounts or selling commissions and certain expenses that may be necessary to enable the Issuer’s existing stockholders to consummate the disposition of shares in certain jurisdictions. The rights of the holders who are parties to the Registration Rights Agreement terminate upon the earlier of five years from the date of the closing of the Issuer’s initial public offering or, with respect to any holder who holds less than one percent of the Issuer’s outstanding common stock, such time as all of that holder's securities may be sold within a 90-day period in a single transaction under Rule 144 of the Securities Act.

Pursuant to the terms of the Current Lock-Up Agreement, the Reporting Person is restricted from selling any shares of the Issuer's Class A or Class B Common Stock for a period of 90 days beginning May 25, 2006, unless otherwise agreed to in writing by the underwriters. The 90-day restricted period described in the preceding sentence will be automatically extended if: (1) during the last 17 days of the 90-day restricted period the Issuer issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the 90-day restricted period, the Issuer announces that it will release earnings results during the 15-day period beginning on the last day of the 90-day period, in which case the restrictions described in the preceding sentence will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or announcement of the material news or event.

The above description of the Registration Rights Agreement and the Current Lock-Up Agreement does not purport to be a complete description of the rights and obligations under these agreements. The above description is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which was attached as Exhibit 99.1 to the Original Schedule 13D, and the Current Lock-Up Agreement, a copy of which is attached hereto as Exhibit 99.3. Each of the Registration Rights Agreement and the Current Lock-Up Agreement is incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits

Exhibit 99.3

Lock-Up Agreement dated May 25, 2006

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.

	June 7, 2006
	Date
	/s/ Kevin A. Plank
	Signature
	Kevin A. Plank
	Name/Title

EX-99.1 2 plank13da1-ex993_0607.htm

Exhibit 99.3

Under Armour, Inc.

Lock-Up Agreement

May 25, 2006

Goldman, Sachs & Co.

CIBC World Markets Corp.

Wachovia Capital Markets, LLC

Banc of America Securities LLC

Piper Jaffray & Co.

Thomas Weisel Partners LLC

c/o Goldman, Sachs & Co.

85 Broad Street

New York, NY 10004

Re: Under Armour, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Under Armour, Inc., a Maryland corporation (the “Company”), providing for a public offering of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned's Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value

from such Shares. The foregoing shall not apply to the sale of any Shares to the Underwriters pursuant to the above-referenced Underwriting Agreement.

The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 90 days after the public offering date set forth on the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Goldman, Sachs & Co. waives, in writing, such extension.

The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph to the undersigned (in accordance with Section 13 of the Underwriting Agreement) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired.

Notwithstanding the foregoing, the undersigned may (A) transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters, (B) exercise any options or other rights pursuant to any stock or stock option plan of the Company specifically described in the prospectus (the “Prospectus”) included in the Registration Statement and (C) convert or exchange any convertible or exchangeable securities issued under such plans. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up

Agreement will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns unless the offering contemplated by the above-referenced Underwriting Agreement is not completed prior to July 24, 2006, in which case this Lock-Up Agreement shall immediately terminate and be of no further effect commencing as of such date.

Very truly yours,

/s/ Kevin A. Plank

Exact Name of Signing Party

Kevin A. Plank

Authorized Signature

CEO

Title

-----END PRIVACY-ENHANCED MESSAGE-----

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH REPORTING
PERSON

WITH

SOLE VOTING POWER

13,250,100*

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

13,250,100*

SHARED DISPOSITIVE POWER

0