Statement of Changes in Beneficial Ownership (4)
February 14 2018 - 4:58PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wilson Dennis J.
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2. Issuer Name
and
Ticker or Trading Symbol
lululemon athletica inc.
[
LULU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
21 WATER STREET, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2018
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(Street)
VANCOUVER, A1 V6B 1A1
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3852
(6)
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D
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Common Stock
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2/12/2018
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S
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223971
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D
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$76.98
(1)
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10104887
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I
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By LIPO Investments (USA) Inc
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Common Stock
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2/12/2018
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S
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498163
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D
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$77.69
(2)
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9606724
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I
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By LIPO Investments (USA) Inc
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Common Stock
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2/13/2018
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S
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827866
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D
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$77.25
(3)
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8778858
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I
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By LIPO Investments (USA) Inc
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Common Stock
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2/14/2018
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S
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1200000
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D
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$75.92
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7578858
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I
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By LIPO Investments (USA) Inc
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Exchangeable Shares of Lulu Canadian Holding, Inc.
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$0.00
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(4)
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(5)
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Common Stock
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9415677
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9415677
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D
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Exchangeable Shares of Lulu Canadian Holding, Inc.
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$0.00
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(4)
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(5)
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Common Stock
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268984
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268984
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I
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By Shannon Wilson
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Exchangeable Shares of Lulu Canadian Holding, Inc.
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$0.00
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(4)
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(5)
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Common Stock
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91760
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91760
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I
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By Five Boys Investments ULC
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.80 to $77.33, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.34 to $78.33, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
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(3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.95 to $77.57, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
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(4)
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Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.
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(5)
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No expiration date.
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(6)
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Reflects forfeiture of restricted stock award for 3,268 shares granted June 16, 2014 that was forfeited upon Mr. Wilson ceasing to be a director of lululemon athletica inc. as of February 2, 2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wilson Dennis J.
21 WATER STREET, SUITE 600
VANCOUVER, A1 V6B 1A1
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X
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Signatures
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/s/ Dennis J. Wilson
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2/14/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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