SEC Form 4 · accession 0001246360-16-005573
Under Armour, Inc. · UA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A B Krongard
Director
Period of report
Apr 25, 2016
Accepted (ET)
Apr 26, 2016 · 6:28 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 C Common StockF1 | Apr 25, 2016 | M | 8,400 | $4.4313 | A | 124,697 | D | |
| Class C Common StockF1 | Apr 25, 2016 | S | 8,400 | $44.4144 | D | 116,297 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F2 | $4.4313 | Apr 25, 2016 | M | 8,400 | D | May 8, 2007 | May 30, 2016 | Class C Common Stock | 8,400 | 0 | 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"). The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend, including outstanding shares held by the Reporting Person and shares underlying deferred stock units previously granted to the Reporting Person.
- F2This stock option was originally reported as an option to purchase 2,100 shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $35.70, and was later adjusted for two separate two-for-one stock splits completed in 2012 and 2014. As a result of the Class C Dividend, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for 8,400 shares of Class C Common Stock, and the exercise price has been adjusted so that the portion of the option covering the Class A Common Stock now has an exercise price of $4.4937 and the portion of the option covering the Class C Common Stock has an exercise price of $4.4313 per share.
- F3This transaction was executed in multiple trades at prices ranging from $44.35 to $44.53. 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 A Common Stock held by the reporting person.