0001209191-16-103971.txt : 20160301 0001209191-16-103971.hdr.sgml : 20160301 20160301162824 ACCESSION NUMBER: 0001209191-16-103971 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160226 FILED AS OF DATE: 20160301 DATE AS OF CHANGE: 20160301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DICKS SPORTING GOODS INC CENTRAL INDEX KEY: 0001089063 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 161241537 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 BUSINESS ADDRESS: STREET 1: 345 COURT STREET CITY: CORAOPOLIS STATE: PA ZIP: 15108 BUSINESS PHONE: 7242733400 MAIL ADDRESS: STREET 1: 345 COURT STREET CITY: CORAOPOLIS STATE: PA ZIP: 15108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STACK EDWARD W CENTRAL INDEX KEY: 0001198911 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31463 FILM NUMBER: 161473761 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-26 0 0001089063 DICKS SPORTING GOODS INC DKS 0001198911 STACK EDWARD W 345 COURT STREET CORAOPOLIS PA 15108 1 1 1 0 Chairman and CEO Common Stock, par value $0.01 per share 2015-05-26 5 G 0 E 990907 0.00 D 0 I By grantor retained annuity trust Common Stock, par value $0.01 per share 2016-02-26 4 M 0 300000 18.95 A 13080741 D Common Stock, par value $0.01 per share 1689561 I By grantor retained annuity trust Common Stock, par value $0.01 per share 2176948 I By grantor retained annuity trust Stock Option (Right to Buy) 18.95 2016-02-26 4 M 0 300000 0.00 D 2010-03-01 2016-03-01 Common Stock, par value $0.01 per share 300000 0 D On May 26, 2010, Mr. Stack contributed shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust III for the benefit of himself and his children. Thereafter, shares have been transferred annually from the trust to Mr. Stack to satisfy annuity payment obligations, including 404,425 shares transferred from the trust to Mr. Stack on May 26, 2015 (as reflected herein), which shares are currently being reported as being directly owned by Mr. Stack. Upon termination of the Grantor Retained Annuity Trust III on May 26, 2015, the remaining 990,907 shares held by the trust were transferred to the Edward W.Stack Irrevocable Trust, in which Mr. Stack has neither a direct nor indirect beneficial ownership interest. Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock option in accordance with applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to the shares underlying these options upon exercise. Upon any future sale of these shares, one-half of the net after tax proceeds associated such sale shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU. Amount includes 12,200,549 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock. Amount includes the shift from indirect to direct ownership of 751,325 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust III, Edward W. Stack Grantor Retained Annuity Trust IV, and Edward W. Stack Grantor Retained Annuity Trust V, referenced in footnotes 1, 5 and 7, which were transferred to Mr. Stack on May 26, 2015 to satisfy annuity payment obligations under those trusts. Amount reflects a shift from indirect to direct ownership of 232,100 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, which were transferred from the trust to Mr. Stack on May 26, 2015 to satisfy annual annuity payment obligations, as discussed in Footnote 4 above. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV. Amount reflects a shift from indirect to direct ownership of 114,800 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust V, which were transferred from the trust to Mr. Stack on May 26, 2015 to satisfy annual annuity payment obligations, as discussed in Footnote 4 above. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. /s/ Edward W. Stack 2016-03-01