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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
STACK EDWARD W

(Last) (First) (Middle)
345 COURT STREET

(Street)
CORAOPOLIS PA 15108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DICKS SPORTING GOODS INC [ DKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2017
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 04/03/2017 A 106,990(1) A $0.00 3,920,841(2) D
Common Stock, par value $0.01 per share 04/03/2017 F 13,997 D $49.07 3,906,844(2) D
Common Stock, par value $0.01 per share 1,439,311 I By grantor retained annuity trust(3)
Common Stock, par value $0.01 per share 2,058,748 I By grantor retained annuity trust(4)
Common Stock, par value $0.01 per share 3,333,333 I By grantor retained annuity trust(5)
Common Stock, par value $0.01 per share 3,333,333 I By grantor retained annuity trust(6)
Common Stock, par value $0.01 per share 3,333,334 I By grantor retained annuity trust(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $49.07 04/03/2017 A 151,210 (8) 04/03/2024 Common Stock, par value $0.01 per share 151,210 $0.00 151,210 D
Explanation of Responses:
1. Shares of time-based restricted stock, subject to vesting.
2. Amount includes 2,568,999 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.
3. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
4. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.
5. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.
6. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.
7. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.
8. Stock option vests 25% per year on the first, second, third and fourth anniversaries of the date of grant.
Remarks:
/s/ Edward W. Stack 04/05/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.