SEC Form 4 · accession 0001246360-16-005572
Under Armour, Inc. · UA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew C Mirchin
Officer — President of North America
Period of report
Apr 25, 2016
Accepted (ET)
Apr 26, 2016 · 6:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001336917
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Apr 25, 2016 | M | 15,000 | $3.5761 | A | 72,261 | D | |
| Class A Common StockF3 | Apr 25, 2016 | S | 26,377 | $46.4338 | D | 45,884 | D |
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)F1,F2 | $3.5761 | Apr 25, 2016 | M | 15,000 | D | — | Mar 9, 2020 | Class A Common Stock | 15,000 | 105,000 | D |
Explanation of responses
- F1Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock on March 28, 2016, the record date for the dividend, received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). This stock option was previously reported as an option to purchase shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $14.21, and was later adjusted for a two-for-one stock split completed in 2014. As a result of the Class C Dividend, this option became exercisable for shares of Class C Common Stock as well. The exercise price of this option has been adjusted so that the portion of the option covering the Class A Common Stock now has an exercise price of $3.5761 and the portion of the option covering the Class C Common Stock has an exercise price of $3.5264 per share.
- F2On March 9, 2010, the reporting person was granted an option to purchase shares of Common Stock, with vesting based on the Company achieving a certain combined operating income for 2011 and 2012. The Company achieved this vesting condition. The award vested in equal annual installments and was fully vested as of February 15, 2015.
- F3This transaction was executed in multiple trades at prices ranging from $46.26 to $46.65. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Remarks
Does not include Class C Common Stock held by the reporting person.