SEC Form 4 · accession 0000320187-16-000308

NIKE, Inc. · NKE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F2Prior to the Transaction reported herein, the Trust (as defined in footnote #7) contributed 19,142,380 shares of NIKE Class A Common Stock to a wholly-owned subsidiary (a Delaware limited liability company for which the Trust is the sole manager ("Subsidiary")). Subsidiary then contributed such shares to its wholly-owned subsidiary (a Delaware limited liability company for which Subsidiary is the sole manager ("Indirect Sub")). These contributions represent only a change in the form of the Trust's ownership of such shares.
• F3In a private transaction on June 30, 2016 (the "Transaction"), Subsidiary acquired all of the voting units ("Class X Units") of Swoosh, LLC, a Delaware limited liability company ("Swoosh"), representing 10% of the equity units of Swoosh. The consideration paid by Subsidiary for the Class X Units consisted of assets valued at $1,203,170,000, including the Class II interests (non-voting interests with no management rights) in Indirect Sub representing a 99% interest in Indirect Sub.
• F4Pursuant to the Amended and Restated Limited Liability Company Agreement of Swoosh (the "Swoosh Agreement"), Swoosh is managed by a board of directors consisting of five board seats (the "Swoosh Board"). Two of the five seats on the Swoosh Board are classified as Class X Board Seats and are filled by vote of the Class X Units. The other three Swoosh board seats are held by directors who are self-electing (the "Independent Directors"). The reporting person currently holds both of the Class X Board seats. 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.
• F5The foregoing description of the Swoosh Agreement and the Swoosh Board is qualified in its entirety by reference to the Schedule 13D filed by Swoosh on June 30, 2015, as amended on December 31, 2015 and July 1, 2016. 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.
• F6This number represents 19,513,989 shares held directly by the Trust, 19,142,380 shares held directly by Indirect Sub and 257,000,000 shares held directly by Swoosh (all the Class X Units of which are held by Subsidiary). The reporting person disclaims beneficial ownership of all such shares held by the Trust and Indirect Sub in excess of his pecuniary interest therein and disclaims beneficial ownership of all securities held by Swoosh.
• F7The reporting person is the Trustee of the Travis A. Knight 2009 Irrevocable Trust II (the "Trust"), the owner of the Class A Common Stock reported herein. The reporting person and members of his immediate family are among the beneficiaries of the Trust. The reporting person disclaims beneficial ownership of the Issuer's securities held directly and indirectly by the Trust except to the extent of his pecuniary interest herein.