sc13g

0000950133-06-000528.txt : 20060208 0000950133-06-000528.hdr.sgml : 20060208 20060208130140 ACCESSION NUMBER: 0000950133-06-000528 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 GROUP MEMBERS: JAYNE PLANK 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81178 FILM NUMBER: 06588060 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Plank Investments Limited Partnership CENTRAL INDEX KEY: 0001345697 IRS NUMBER: 521963549 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 327 CITY: KENSINGTON STATE: MD ZIP: 20895 BUSINESS PHONE: 301-949-3048 MAIL ADDRESS: STREET 1: P.O. BOX 327 CITY: KENSINGTON STATE: MD ZIP: 20895 SC 13G 1 w17254sc13g.htm SCHEDULE 13G sc13g


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: January 31, 2006
	Estimated average burden hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Under Armour, Inc.

(Name of Issuer)

Class A Common Stock, $.0003 1/3 par value

(Title of Class of Securities)

904311107

(CUSIP Number)

December 31, 2005

(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)

þ 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).

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.


CUSIP No.		904311107		Page				of


1	NAMES OF REPORTING PERSONS: Plank Investments Limited Partnership

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	521990078

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:

	Maryland

		5	SOLE VOTING POWER:

NUMBER OF			3,550,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,550,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,550,000

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):

	11.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

-2-


CUSIP No.		904311107		Page				of


1	NAMES OF REPORTING PERSONS: Jayne Plank

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


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

		5	SOLE VOTING POWER:

NUMBER OF			3,550,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,550,000

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,550,000

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):

	11.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

-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:

			Plank Investments Limited Partnership

			Jayne Plank

	(b)		Address of Principal Business Office, or if None, Residence:

			The principal business address for each reporting person is:

			P.O. Box 327 Kensington MD 20895

	(c)		Citizenship:

			Plank Investments Limited Partnership is a limited partnership organized under the laws of the state of Maryland

			Jayne Plank is a citizen of the United States

	(d)		Title of Class of Securities:

			Class A Common stock, par value $.0003 1/3

	(e)		CUSIP Number:

			904311107

-4-


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 Exchange Act (15 U.S.C. 78o).

	(b)		o Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

	(c)		o Insurance company as defined in Section 3(a)(19) of the Exchange 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 association 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 (15 U.S.C. 80a-3).

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


ITEM 4.		Ownership.


(a) Amount Beneficially Owned:	3,550,000	(1):


(b) Percent of Class (1):
Plank Investments Limited Partnership	11.4	%

Jayne Plank	11.4	%


(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

Plank Investments Limited Partnership	3,550,000

Jayne Plank	3,550,000

(ii) shared power to vote or to direct the vote:

Plank Investments Limited Partnership	0

Jayne Plank	0


(iii) sole power to dispose or to direct the disposition of:

Plank Investments Limited Partnership	3,550,000

Jayne Plank	3,550,000


(iv) shared power to dispose or to direct the disposition of:

Plank Investments Limited Partnership	0

Jayne Plank	0

-5-

(1) Plank Investments Limited Partnership (the “Partnership”) is the record and beneficial owner of these 3,550,000 shares. Jayne Plank is the sole General Partner of the Partnership and as such has sole power to vote and sole power to dispose of the shares owned by the Partnership. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the “Act”), Ms. Plank disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, and the filing of this statement shall not be construed as an admission that Ms. Plank is, for the purposes of section 13(d) or 13(g) of the Act, the beneficial owner of such securities.


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.

Not applicable.


ITEM 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

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.

-6-

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.


		February 6, 2006

		Date

Plank Investments Limited Partnership

By:		/s/ Jayne Plank, General Partner

		Jayne Plank, General Partner

By:		/s/ Jayne Plank, Individually

		Jayne Plank Individually

-7-

EX-1 2 w17254exv1.htm EXHIBIT 1 exv1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $.0003 1/3 par value, of Under Armour, Inc., and that this Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of
this 6th day of February, 2006.


Plank Investments Limited Partnership

By:		/s/ Jayne Plank, General Partner

		Jayne Plank, General Partner

By:		/s/ Jayne Plank, Individually

		Jayne Plank Individually