SEC Form 4 · accession 0000320187-15-000011
NIKE, Inc. · NKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip H Knight
Director · 10% Owner
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000320187
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | holding | — | — | — | 15,480 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common ConvertibleF2,F1 | — | Jan 15, 2015 | G | 5,022,884 | A | — | — | Class B Common Stock | 5,022,884 | 138,323,412 | D |
| Class A Common ConvertibleF4,F1 | — | holding | — | — | — | — | — | Class B Common Stock | 260,896 | 260,896 | I |
Explanation of responses
- F1Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date.
- F2Pursuant to Company policy, market transactions in Company stock by officers and directors are permitted only after the second full trading day after the release of quarterly earnings and ending on the last day of the second month of the following fiscal quarter, except pursuant to approved 10b5-1 trading plans.
- F3On January 15, 2015, a disbursement of Class A Common Stock was made by the Trustee of the Philip H. Knight 2010 Annuity Trust N, the Philip H. Knight 2013 Annuity Trust N13 and the Philip H. Knight 2013 Annuity Trust N13-III to the reporting person as follows: (i) 596,315 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2010 Annuity Trust N to Philip H. Knight; (ii) 2,461,527 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2013 Annuity Trust N13 to Philip H. Knight; and (iii) 1,965,042 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III to Philip H. Knight. Each trust is a grantor retained annuity trust ("GRAT") and the disbursement is an annuity payment pursuant to the terms of each GRAT.
- F4Shares held directly by spouse, Penelope P. Knight. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.