-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PP7gI9ljvzZJk3JgPGE/zAoNglp3Kflr+5erxHhr4xaVMfIdOc9M6FFoPbj8Lzja eKQI2FIkQdjtdiw3yrhl3A== 0001104659-06-010847.txt : 20060221 0001104659-06-010847.hdr.sgml : 20060220 20060221162018 ACCESSION NUMBER: 0001104659-06-010847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060214 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Under Armour, Inc. CENTRAL INDEX KEY: 0001336917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 521990078 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51626 FILM NUMBER: 06633214 BUSINESS ADDRESS: STREET 1: 1020 HULL STREET STREET 2: 3RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21230 BUSINESS PHONE: 410-454-6428 MAIL ADDRESS: STREET 1: 1020 HULL STREET STREET 2: 3RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21230 8-K 1 a06-5506_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 14, 2006

 

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

000-51626

 

52-1990078

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

1020 Hull Street, 3 rd Floor, Baltimore, Maryland

 

21230

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (410) 454-6428

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Section 3 – Securities and Trading Markets

 

Item 3.02 Unregistered Sales of Equity Securities.

 

From November 18, 2005 through February 14, 2006, Under Armour, Inc. (the “Company”) issued an aggregate of 472,584 shares of Class A common stock upon the exercise of previously granted employee stock options to employees at weighted average exercise prices ranging from $0.17 to $2.11 per share, for an aggregate amount of consideration of $405,478. The following issuances of Class A common stock were made on the date indicated at exercise prices totaling the aggregate amount of consideration set forth in the following table:

 

Date

 

Number of Shares Issued

 

Aggregate Amount of Exercise Price

 

November 18, 2005

 

25,000

 

$

18,750

 

January 24, 2006

 

12,334

 

$

9,250.50

 

January 24, 2006

 

26,500

 

$

55,915

 

January 31, 2006

 

168,750

 

$

126,562.50

 

February 7, 2006

 

30,000

 

$

63,300

 

February 14, 2006

 

60,000

 

$

106,200

 

February 14, 2006

 

150,000

 

$

25,500

 

Total

 

472,584

 

$

405,478

 

 

The issuances of securities described above were made in reliance upon Section 4(2) under the Securities Act in that any issuance did not involve a public offering or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

UNDER ARMOUR, INC.

 

 

 

 

 

 

 

 

 

Date: February 21, 2006

 

By:

/s/ WAYNE A. MARINO

 

 

 

 

Wayne A. Marino

 

 

 

Senior Vice President and Chief Financial Officer.

 

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