SEC Form 4 · accession 0001246360-16-005608
Under Armour, Inc. · UA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin A Plank
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Apr 26, 2015
Accepted (ET)
Apr 28, 2016 · 7:35 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,F3 | Apr 26, 2015 | S | 200,000 | $44.15 | D | 29,522,170 | D | |
| Class C Common StockF4 | Apr 21, 2016 | G | 150,000 | $0.00 | D | 29,372,170 | D | |
| Class C Common StockF4,F3 | Apr 26, 2016 | S | 6,250 | $44.15 | D | 733,400 | I | KD Plank LLC |
| Class C Common StockF4,F3 | Apr 26, 2016 | S | 6,250 | $44.15 | D | 1,057,500 | I | KD Plank #2 LLC |
| Class C Common StockF4,F3 | Apr 26, 2016 | S | 12,500 | $44.15 | D | 3,123,476 | I | By Plank Family Trust |
| Class C Common StockF4,F6 | Apr 27, 2016 | S | 166,238 | $42.39 | D | 29,205,932 | D | |
| Class C Common StockF4,F6 | Apr 27, 2016 | S | 5,195 | $42.39 | D | 728,205 | I | KD Plank LLC |
| Class C Common StockF4,F6 | Apr 27, 2016 | S | 5,195 | $42.39 | D | 1,052,305 | I | KD Plank #2 LLC |
| Class C Common StockF4,F6 | Apr 27, 2016 | S | 10,390 | $42.39 | D | 3,113,086 | I | By Plank Family Trust |
| Class C Common StockF4,F7 | Apr 27, 2016 | S | 33,762 | $42.996 | D | 29,172,170 | D | |
| Class C Common StockF4,F7 | Apr 27, 2016 | S | 1,055 | $42.996 | D | 727,150 | I | KD Plank LLC |
| Class C Common StockF4,F7 | Apr 27, 2016 | S | 1,055 | $42.996 | D | 1,051,250 | I | KD Plank #2 LLC |
| Class C Common StockF4,F7 | Apr 27, 2016 | S | 2,110 | $42.996 | D | 3,110,976 | I | By Plank Family Trust |
| Class C Common StockF4,F8 | Apr 28, 2016 | S | 151,554 | $42.453 | D | 29,020,616 | D | |
| Class C Common StockF4,F8 | Apr 28, 2016 | S | 4,736 | $42.453 | D | 722,414 | I | KD Plank LLC |
| Class C Common StockF4,F8 | Apr 28, 2016 | S | 4,736 | $42.453 | D | 1,046,514 | I | KD Plank #2 LLC |
| Class C Common StockF4,F8 | Apr 28, 2016 | S | 9,472 | $42.453 | D | 3,101,504 | I | By Plank Family Trust |
| Class C Common StockF4,F9 | Apr 28, 2016 | S | 48,446 | $42.923 | D | 28,972,170 | D | |
| Class C Common StockF4,F9 | Apr 28, 2016 | S | 1,514 | $42.923 | D | 720,900 | I | KD Plank LLC |
| Class C Common StockF4,F9 | Apr 28, 2016 | S | 1,514 | $42.923 | D | 1,045,000 | I | KD Plank #2 LLC |
| Class C Common StockF4,F9 | Apr 28, 2016 | S | 3,028 | $42.923 | D | 3,098,476 | I | By Plank Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock and Class B 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 and Class B 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 performance-based restricted units previously granted to the Reporting Person which have been earned based on the Company performance but have not yet vested.
- F2Shares sold pursuant to a 10b5-1 trading plan.
- F3This transaction was executed in multiple trades at prices ranging from $43.89 to $44.83. 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.
- F4The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend.
- F5Shares gifted in connection with a 10b5-1 trading plan.
- F6This transaction was executed in multiple trades at prices ranging from $41.75 to $42.74. 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.
- F7This transaction was executed in multiple trades at prices ranging from $42.75 to $43.63. 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.
- F8This transaction was executed in multiple trades at prices ranging from $41.84 to $42.83. 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.
- F9This transaction was executed in multiple trades at prices ranging from $42.84 to $43.04. 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
The reporting person beneficially owns 211,546 shares of Class A Common Stock, which include outstanding shares held by the Reporting Person and shares underlying performance-based restricted units previously granted to the Reporting Person which have been earned based on the Company performance but have not yet vested. These shares are not included on this form. Does not include 34,450,000 shares of Class B Common Stock held directly and indirectly by the reporting person.