SEC Form 4 · accession 0001209191-16-103971
DICK'S SPORTING GOODS, INC. · DKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward W Stack
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001089063
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | May 26, 2015 | G | 990,907 | $0.00 | D | 0 | I | By grantor retained annuity trust |
| Common Stock, par value $0.01 per shareF2,F3,F4 | Feb 26, 2016 | M | 300,000 | $18.95 | A | 13,080,741 | D | |
| Common Stock, par value $0.01 per shareF5,F6 | holding | — | — | — | 1,689,561 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF7,F8 | holding | — | — | — | 2,176,948 | I | By grantor retained annuity trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $18.95 | Feb 26, 2016 | M | 300,000 | D | Mar 1, 2010 | Mar 1, 2016 | Common Stock, par value $0.01 per share | 300,000 | 0 | D |
Explanation of responses
- F1On 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.
- F2Pursuant 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.
- F3Amount 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.
- F4Amount 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.
- F5Amount 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.
- F6These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
- F7Amount 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.
- F8These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.