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

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^*

HICKS KEN C

(Last)

(First)

(Middle)

C/O ACADEMY SPORTS AND OUTDOORS, INC.

1800 NORTH MASON ROAD

(Street)

KATY

77449

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	03/30/2023		M		1,243	A	⁽¹⁾	471,426	D
Common Stock	03/30/2023		F		617	D	$63.02	470,809	D
Common Stock	03/31/2023		M		1,273	A	⁽¹⁾	472,082	D
Common Stock	03/31/2023		F		632	D	$62.85	471,450	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)
Restricted Stock Units⁽²⁾	⁽¹⁾	03/30/2023		M			1,243	⁽³⁾	03/30/2032	Common Stock	1,243	$0	46,345	D
Restricted Stock Units⁽²⁾	⁽¹⁾	03/31/2023		M			1,273	⁽⁴⁾	03/31/2031	Common Stock	1,273	$0	28,028	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Granted under the Company's 2020 Omnibus Incentive Plan.

3. On March 30, 2022, the Reporting Person was granted 63,760 performance-based restricted stock units ("RSUs"). These RSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. On March 1, 2023, the Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022 meaning that 59,713 RSUs were deemed earned. Of this earned amount, 1/48 of the RSUs earned will vest for every monthly anniversary since the Vesting Commencement Date (i.e., January 30, 2022), and thereafter, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The remaining unearned amount of this grant (i.e., 4,047 RSUs) may vest upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of the fourth anniversary of the Vesting Commencement Date.

4. On March 31, 2021, the Reporting Person was granted 61,133 performance-based RSUs. These RSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria during fiscal 2021 by the Issuer's compensation committee on March 2, 2022, 1/48 of the total RSUs granted will vest for every monthly anniversary since the Vesting Commencement Date (i.e., January 31, 2021), and thereafter on each monthly anniversary of the Vesting Commencement Date.

Remarks:

	/s/ Gary Holland, Attorney-in-fact	04/03/2023
	** 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.