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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DICKS SPORTING GOODS INC [ DKS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/19/2019 | A | 8,457(1) | A | $0.00 | 6,156,369(2)(3) | D | |||
Common Stock, par value $0.01 per share | 1,547,748 | I | By grantor retained annuity trust(4) | |||||||
Common Stock, par value $0.01 per share | 950,333 | I | By grantor retained annuity trust(5) | |||||||
Common Stock, par value $0.01 per share | 1,737,833 | I | By grantor retained annuity trust(6) | |||||||
Common Stock, par value $0.01 per share | 2,199,834 | I | By grantor retained annuity trust(7) | |||||||
Common Stock, par value $0.01 per share | 3,685,899(3) | I | By grantor retained annuity trust(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Represents shares earned with respect to a performance-based stock award granted on April 3, 2017. The issuer's compensation committee certified the attainment of the performance measures on March 19, 2019. These shares are subject to time-based vesting requirements. |
2. Amount includes 4,945,100 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. Amount reflects a shift from indirect to direct ownership of 1,770,100 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IX and were transferred from the trust to Mr. Stack on February 26, 2019 to satisfy annual annuity payment obligations. |
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. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IX. |
Remarks: |
/s/ Edward W. Stack | 03/21/2019 | |
** 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. |