SEC Form 4 · accession 0000320187-16-000310
NIKE, Inc. · NKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip H Knight
Other
Period of report
Jun 29, 2016
Accepted (ET)
Jul 1, 2016 · 5:03 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 StockF1 | Jun 29, 2016 | C | 24,000,000 | $0.00 | A | 24,030,960 | 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 ConvertibleF1 | — | Jun 29, 2016 | C | 24,000,000 | D | — | — | Class B Common Stock | 24,000,000 | 24,254,487 | D |
| Class A Common ConvertibleF2,F3,F1 | — | Jun 30, 2016 | J | 257,000,000 | D | — | — | Class B Common Stock | 257,000,000 | 0 | I |
| Class A Common ConvertibleF4,F1 | — | holding | — | — | — | — | — | Class B Common Stock | 521,792 | 521,792 | 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.
- F2On June 30, 2016, the reporting person sold in a private transaction all of the voting units (the "Class X Units") of Swoosh, LLC, a Delaware limited liability company ("Swoosh"), representing a 10% equity interest in Swoosh. The consideration received for the Class X Units consisted of assets valued at $1,203,170,000. Pursuant to Swoosh's limited liability company agreement (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"). 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.
- F3The 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, or has been, the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- 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.