SEC Form 4 · accession 0001246360-16-006551
Under Armour, Inc. · UA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas E Coltharp
Director
Period of report
Aug 17, 2016
Accepted (ET)
Aug 18, 2016 · 5:07 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 Stock | Aug 17, 2016 | M | 6,695 | $5.56 | A | 71,460 | D | |
| Class C Common StockF2 | Aug 17, 2016 | S | 6,695 | $37.8667 | D | 64,765 | D | |
| Class C Common Stock | holding | — | — | — | 503 | I | UTMA for Child | |
| Class C Common Stock | holding | — | — | — | 503 | I | UTMA for Child | |
| Class C Common Stock | holding | — | — | — | 75,532 | I | By Spouse |
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)F1 | $5.56 | Aug 17, 2016 | M | 6,695 | D | May 6, 2008 | May 8, 2017 | Class C Common Stock | 6,695 | 0 | D |
Explanation of responses
- F1Under Armour, Inc. declared a stock dividend pursuant to which holders of Class A Common Stock received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock held by them. On June 29, 2016, Under Armour, Inc. paid a dividend in the form of shares of Class C Common Stock to holders of Class C Common Stock pursuant to the settlement of the shareholder litigation related to the creation of the Class C Common Stock. This stock option was originally reported as an option to purchase 1,662 shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $45.12, and was later adjusted for two separate two-for-one stock splits completed in 2012 and 2014 and the Class C dividends in 2016. As a result, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for 6,695 shares of Class C Common Stock, with an exercise price of $5.56 per share.
- F2This transaction was executed in multiple trades at prices ranging from $37.84 to $37.91. 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.