SEC Form 4 · accession 0000320187-17-000072
NIKE, Inc. · NKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Travis A Knight
Director
Period of report
Jul 5, 2017
Accepted (ET)
Jul 7, 2017 · 4:28 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 | — | — | — | 15,120 | 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,F3,F4,F5,F1 | — | Jul 5, 2017 | J | 2,000,000 | D | — | — | Class B Common Stock | 2,000,000 | 293,656,369 | I |
| Class A Common ConvertibleF6,F2,F3,F4,F5,F1 | — | Jul 5, 2017 | J | 200,000 | A | — | — | Class B Common Stock | 200,000 | 293,856,369 | 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 July 5, 2017, Swoosh, LLC, a Delaware limited liability company ("Swoosh"), made a private pro rata distribution of shares of the Issuer's Class A Common Stock. A wholly-owned subsidiary ("Subsidiary") of the Travis A. Knight 2009 Irrevocable Trust II (the "Trust") received 200,000 of the 2,000,000 shares so distributed, which 200,000 shares were simultaneously distributed to the Trust in a transaction representing only a change in the form of beneficial ownership of such shares. As described in footnote 5, the reporting person, through the Trust, acquired an interest in such shares.
- F3Pursuant 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 of Swoosh, all of which are owned by Subsidiary. 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.
- F4The 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.
- F5The reporting person is the Trustee of the Trust, the direct and indirect 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 therein.
- F6This number represents 19,713,989 shares held directly by the Trust, 19,142,380 shares held directly by a Delaware limited liability company of which Subsidiary is the sole manager and 255,000,000 shares held directly by Swoosh (all the Class X Units of which are held by Subsidiary).