SEC Form 5 · accession 0001209191-19-010109
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 2, 2019
Accepted (ET)
Feb 14, 2019 · 4:11 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,F2,F3 | Nov 9, 2018 | G | 182,832 | $0.00 | D | 4,379,032 | D | |
| Common Stock, par value $0.01 per shareF4,F2,F3 | Dec 27, 2018 | G | 1,220 | $0.00 | D | 4,377,812 | D | |
| Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 1,547,748 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF6 | holding | — | — | — | 950,333 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF7 | holding | — | — | — | 1,737,833 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF8 | holding | — | — | — | 2,199,834 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.01 per shareF9 | holding | — | — | — | 5,455,999 | I | By grantor retained annuity trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects a transfer for no value to Mr. Stack's former spouse. Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack's former spouse was entitled to receive, upon her request, the economic benefit with respect to certain stock options that were previously exercised for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event) in accordance with the terms of applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU.
- F2Amount reflects a shift from indirect to direct ownership of the following shares of Class B Common Stock held by the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly, on June 11, 2018 to satisfy annual annuity payment obligations (i) 290,000 shares from the Edward W. Stack Grantor Retained Annuity Trust V, (ii) 1,345,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VI, (iii) 900,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VII, (iv) 640,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VIII.
- F3Amount includes 3,175,000 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.
- F4Reflects a gift transfer of 244 shares to each of Mr. Stack's five children.
- F5These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.
- F6These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.
- F7These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.
- F8These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.
- F9These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IX.