SEC Form 4 · accession 0000320187-18-000102

NIKE, Inc. · NKE

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

Reporting owner

Travis A Knight

Director

Period of report

Jul 16, 2018

Accepted (ET)

Jul 18, 2018 · 6:34 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	—	—		—	18,223	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 Convertible^{F2,F3,F4,F5,F1}	—	Jul 16, 2018	J	10,000,000	D	—	—	Class B Common Stock	10,000,000	283,856,369	I
Class A Common Convertible^{F2,F3,F4,F5,F1}	—	Jul 16, 2018	J	1,000,000	A	—	—	Class B Common Stock	1,000,000	284,856,369	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 16, 2018, 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 1,000,000 of the 10,000,000 shares so distributed, which 1,000,000 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. 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 June 30, 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.
F5The number in column 9 represents 19,713,989 shares, in the case of row 1 of Table II, and 20,713,989 shares, in the case of row 2 of Table II, 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 245,000,000 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 directly and indirectly by the Trust in excess of his pecuniary interest therein and disclaims beneficial ownership of all securities held by Swoosh.