SEC Form 4 · accession 0000320187-15-000083
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
Jun 30, 2015
Accepted (ET)
Jun 30, 2015 · 4:50 pm EDT
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 | — | Jun 30, 2015 | J | 128,500,000 | D | — | — | Class B Common Stock | 128,500,000 | 17,369,030 | D |
| Class A Common ConvertibleF4,F1 | — | Jun 30, 2015 | J | 128,500,000 | A | — | — | Class B Common Stock | 128,500,000 | 128,500,000 | I |
| Class A Common ConvertibleF5,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 June 30, 2015, the reporting person contributed 128,500,000 shares of NIKE Class A Common Stock (the "Class A Shares") to Swoosh, LLC, a Delaware limited liability company ("Swoosh"), as capital contribution pursuant to the Amended and Restated Limited Liability Company Agreement of Swoosh (the "Swoosh Agreement"). In consideration for his contribution to Swoosh of the Class A Shares, the reporting person received voting units of Swoosh ("Class X Units") representing 10% of the equity units of Swoosh and Swoosh Holdings, LLC, a Delaware limited liability company that is wholly owned by the reporting person ("Swoosh Holdings"), received non-voting units representing 90% of the equity units of Swoosh. The reporting person and Swoosh Holdings are the only owners of Swoosh. Pursuant to the Swoosh Agreement, Swoosh is managed by a board of directors consisting of five board seats.
- F4Two of the five Swoosh board seats are classified as Class X Board Seats and are filled by vote of the Class X Units. The reporting person currently holds both Class X Board Seats. The remaining three directors of Swoosh (the "Independent Directors") are self-electing. At least two Independent Directors and a director holding a Class X Board Seat constitute a quorum at a meeting of the Swoosh board, and board action requires the approval of a majority of votes cast at a meeting at which a quorum is present. The foregoing description of the Swoosh Agreement is qualified in its entirety by reference to the Schedule 13D filed by Swoosh on the date hereof. The reporting person disclaims beneficial ownership of all securities held by Swoosh, 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 for any other purpose.
- F5Shares 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.