SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Plank Kevin A

(Last)

(First)

(Middle)

1020 HULL STREET

(Street)

BALTIMORE

21230

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2011

4. If Amendment, Date of 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

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 A Common Stock	11/02/2011		C		13,500⁽¹⁾	A	⁽²⁾	13,600	D
Class A Common Stock	11/02/2011		S		13,500⁽¹⁾	D	$82.86⁽³⁾	100	D
Class A Common Stock	11/02/2011		C		29,070⁽¹⁾	A	⁽²⁾	29,170	D
Class A Common Stock	11/02/2011		S		29,070⁽¹⁾	D	$83.62⁽⁴⁾	100	D
Class A Common Stock	11/02/2011		C		4,860⁽¹⁾	A	⁽²⁾	4,960	D
Class A Common Stock	11/02/2011		S		4,860⁽¹⁾	D	$84.54⁽⁵⁾	100	D
Class A Common Stock	11/02/2011		C		270⁽¹⁾	A	⁽²⁾	370	D
Class A Common Stock	11/02/2011		S		270⁽¹⁾	D	$85.34⁽⁶⁾	100	D
Class A Common Stock	11/03/2011		C		8,640⁽¹⁾	A	⁽²⁾	8,740	D
Class A Common Stock	11/03/2011		S		8,640⁽¹⁾	D	$83.15⁽⁷⁾	100	D
Class A Common Stock	11/03/2011		C		11,160⁽¹⁾	A	⁽²⁾	11,260	D
Class A Common Stock	11/03/2011		S		11,160⁽¹⁾	D	$84.19⁽⁸⁾	100	D
Class A Common Stock	11/03/2011		C		24,300⁽¹⁾	A	⁽²⁾	24,400	D
Class A Common Stock	11/03/2011		S		24,300⁽¹⁾	D	$85.12⁽⁹⁾	100	D
Class A Common Stock	11/03/2011		C		3,600⁽¹⁾	A	⁽²⁾	3,700	D
Class A Common Stock	11/03/2011		S		3,600⁽¹⁾	D	$85.77⁽¹⁰⁾	100	D
Class A Common Stock	11/04/2011		C		38,880⁽¹⁾	A	⁽²⁾	38,980	D
Class A Common Stock	11/04/2011		S		38,880⁽¹⁾	D	$83.94⁽¹¹⁾	100	D
Class A Common Stock	11/04/2011		C		3,510⁽¹⁾	A	⁽²⁾	3,610	D
Class A Common Stock	11/04/2011		S		3,510⁽¹⁾	D	$84.93⁽¹²⁾	100	D
Class A Common Stock	11/04/2011		C		360⁽¹⁾	A	⁽²⁾	460	D
Class A Common Stock	11/04/2011		S		360⁽¹⁾	D	$85.5⁽¹³⁾	100	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁴⁾	11/02/2011		C			13,500⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	13,500	⁽¹⁴⁾	9,786,699	D
Class B Common Stock	⁽¹⁴⁾	11/02/2011		C			29,070⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	29,070	⁽¹⁴⁾	9,757,629	D
Class B Common Stock	⁽¹⁴⁾	11/02/2011		C			4,860⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	4,860	⁽¹⁴⁾	9,752,769	D
Class B Common Stock	⁽¹⁴⁾	11/02/2011		C			270⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	270	⁽¹⁴⁾	9,752,499	D
Class B Common Stock	⁽¹⁴⁾	11/03/2011		C			8,640⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	8,640	⁽¹⁴⁾	9,743,859	D
Class B Common Stock	⁽¹⁴⁾	11/03/2011		C			11,160⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	11,160	⁽¹⁴⁾	9,732,699	D
Class B Common Stock	⁽¹⁴⁾	11/03/2011		C			24,300⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	24,300	⁽¹⁴⁾	9,708,399	D
Class B Common Stock	⁽¹⁴⁾	11/03/2011		C			3,600⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	3,600	⁽¹⁴⁾	9,704,799	D
Class B Common Stock	⁽¹⁴⁾	11/04/2011		C			38,880⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	38,880	⁽¹⁴⁾	9,665,919	D
Class B Common Stock	⁽¹⁴⁾	11/04/2011		C			3,510⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	3,510	⁽¹⁴⁾	9,662,409	D
Class B Common Stock	⁽¹⁴⁾	11/04/2011		C			360⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	360	⁽¹⁴⁾	9,662,049	D
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	888,976		888,976	I	By Annuity Trust
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	390,000		390,000	I	By KD Plank #2 LLC
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	308,975		308,975	I	By KD Plank LLC

Explanation of Responses:

1. Shares sold pursuant to a 10b5-1 trading plan.

2. Shares of Class B Common Stock automatically convert to Shares of Class A Common Stock effective immediately upon the sale of the Class B shares by the reporting person.

3. This transaction was executed in multiple trades at prices ranging from $82.19 to $83.18. 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. This transaction was executed in multiple trades at prices ranging from $83.19 to $84.18. 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.

5. This transaction was executed in multiple trades at prices ranging from $84.20 to $85.10. 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.

6. This transaction was executed in multiple trades at prices ranging from $85.20 to $85.46. 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.

7. This transaction was executed in multiple trades at prices ranging from $82.59 to $83.58. 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.

8. This transaction was executed in multiple trades at prices ranging from $83.59 to $84.58. 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.

9. This transaction was executed in multiple trades at prices ranging from $84.59 to $85.58. 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.

10. This transaction was executed in multiple trades at prices ranging from $85.60 to $85.98. 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.

11. This transaction was executed in multiple trades at prices ranging from $83.41 to $84.40. 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.

12. This transaction was executed in multiple trades at prices ranging from $84.41 to $85.40. 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.

13. This transaction was executed in multiple trades at prices ranging from $85.46 to $85.59. 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.

14. Class B Common Stock is convertible at any time at the option of the reporting person into shares of Class A Common Stock on a one-for-one basis, and has no expiration date.

	By: /s/ John P. Stanton, Attorney in Fact For: Kevin A. Plank	11/04/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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