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^*

Wilson Dennis J.

(Last)

(First)

(Middle)

2285 CLARK DRIVE

(Street)

VANCOUVER

V5N 3G9

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
lululemon athletica inc. [ lulu ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Innovation and Branding

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2010

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)
Common Stock	07/13/2010		C⁽⁷⁾		10,000	A	⁽²⁾	10,000	D
Common Stock	07/13/2010		C⁽⁷⁾		140,000	A	⁽²⁾	140,000	I	By Five Boys Investments ULC
Common Stock	07/13/2010		J⁽¹⁾		140,000	D	⁽¹⁾	0	I	By Five Boys Investments ULC
Common Stock	07/13/2010		J⁽¹⁾		140,000	A	⁽¹⁾	150,000	D
Common Stock								5,164,429	I	By LIPO Investments (USA) Inc.

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)
Exchangeable shares of Lulu Canadian Holding, Inc.	⁽²⁾	07/13/2010		J⁽³⁾			140,000	⁽⁴⁾	⁽⁵⁾	Common Stock	140,000	$0	18,832,728	D
Exchangeable shares of Lulu Canadian Holding, Inc.	⁽²⁾	07/13/2010		J⁽⁶⁾		140,000		⁽⁴⁾	⁽⁵⁾	Common Stock	140,000	$0	185,880	I	By Five Boys Investments ULC
Exchangeable shares of Lulu Canadian Holding, Inc.	⁽²⁾	07/13/2010		C⁽⁸⁾			140,000	⁽⁴⁾	⁽⁵⁾	Common Stock	140,000	$0	45,880	I	By Five Boys Investments ULC
Exchangeable shares of Lulu Canadian Holding, Inc.	⁽²⁾	07/13/2010		C⁽⁸⁾			10,000	⁽⁴⁾	⁽⁵⁾	Common Stock	10,000	$0	18,822,728	D

Explanation of Responses:

1. Represents a change in the form of beneficial ownership from indirect to direct for no consideration exempt under Rule 16a-13.

2. 1-to-1 exchange ratio.

3. Represents the transfer of exchangeable shares of Lulu Canadian Holding, Inc. to an entity controlled by the reporting individual.

4. Immediately exchangeable for shares of lululemon common stock on a 1-to-1 basis.

5. No expiration date.

6. Represents a change in the form of beneficial ownership from direct to indirect for no consideration exempt under Rule 16a-13.

7. Shares obtained on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under rule 16b-6b.

8. Shares surrendered on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under Rule 16b-6b.

	Dennis J. Wilson, by David Negus, Attorney-in-Fact	07/15/2010
	** 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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