SEC Form 4 · accession 0001209191-17-020875
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
Mar 13, 2017
Accepted (ET)
Mar 15, 2017 · 5:53 pm EDT
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,F2 | Mar 13, 2017 | M | 58,576 | $26.03 | A | 3,770,771 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Mar 13, 2017 | M | 31,968 | $28.23 | A | 3,802,739 | D | |
| Common Stock, par value $0.01 per shareF3,F4,F1,F2 | Mar 13, 2017 | S | 89,744 | $48.2954 | D | 3,712,995 | D | |
| Common Stock, par value $0.01 per shareF5,F1,F2 | Mar 13, 2017 | S | 800 | $49.0306 | D | 3,712,195 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Mar 14, 2017 | M | 40,524 | $26.03 | A | 3,752,719 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Mar 14, 2017 | M | 202,276 | $28.23 | A | 3,954,995 | D | |
| Common Stock, par value $0.01 per shareF6,F7,F1,F2 | Mar 14, 2017 | S | 242,800 | $47.1587 | D | 3,712,195 | D | |
| Common Stock, par value $0.01 per shareF2,F8 | holding | — | — | — | 1,439,311 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF2,F9 | holding | — | — | — | 2,058,748 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF2,F10 | holding | — | — | — | 3,333,333 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF2,F11 | holding | — | — | — | 3,333,333 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF2,F12 | holding | — | — | — | 3,333,334 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F13 | $26.03 | Mar 13, 2017 | M | 58,576 | D | — | Mar 16, 2017 | Common Stock, par value $0.01 per share | 58,576 | 76,424 | D |
| Employee Stock Option (right to buy)F13 | $28.23 | Mar 13, 2017 | M | 31,968 | D | — | Mar 21, 2017 | Common Stock, par value $0.01 per share | 31,968 | 268,032 | D |
| Employee Stock Option (right to buy)F13 | $26.03 | Mar 14, 2017 | M | 40,524 | D | — | Mar 16, 2017 | Common Stock, par value $0.01 per share | 40,524 | 35,900 | D |
| Employee Stock Option (right to buy)F13 | $28.23 | Mar 14, 2017 | M | 202,276 | D | — | Mar 21, 2017 | Common Stock, par value $0.01 per share | 202,276 | 65,756 | D |
Explanation of responses
- F1Amount 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.
- F10These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.
- F11These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.
- F12These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.
- F13Stock option vested 25% per year on the first, second, third and fourth anniversaries of the grant date.
- F2Amount reflects a shift from (i) indirect to direct ownership of 250,250 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, and 118,200 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 trusts to Mr. Stack on August 30, 2016 to satisfy annual annuity payment obligations, as discussed in other footnotes herein, and (ii) direct to indirect ownership of 10,000,000 shares of Class B Common Stock, which had been held directly by Edward W. Stack and which were transferred into the Edward W. Stack Grantor Retained Annuity Trust VI, Edward W. Stack Grantor Retained Annuity Trust VII and Edward W. Stack Grantor Retained Annuity Trust VIII as reflected on this filing.
- F3Pursuant 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. The net after tax proceeds associated the sale of 31,968 shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU.
- F4Represents the weighted average of multiple sales transactions ranging in price from $48.00 to 48.66. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.
- F5Represents the weighted average of multiple sales transactions ranging in price from $49.00 to 49.08. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.
- F6Pursuant to the MOU referenced above, the net after tax proceeds associated with the sale of 85,200 of these shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU.
- F7Represents the weighted average of multiple sales transactions ranging in price from $46.90 to 47.52. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.
- F8These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
- F9These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.