Statement of Changes in Beneficial Ownership (4)
November 19 2021 - 6:45PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Ennis William S. |
2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc.
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ASO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP & CHRO |
(Last)
(First)
(Middle)
C/O ACADEMY SPORTS AND OUTDOORS, INC., 1800 NORTH MASON ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2021 |
(Street)
KATY, TX 77449
(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 | 11/18/2021 | | M(1) | | 29394 | A | $16.48 | 61502 (2) | D | |
Common Stock | 11/18/2021 | | S(1) | | 29394 | D | $49.70 (3) | 32108 | D | |
Common Stock | 11/18/2021 | | M(1) | | 30912 | A | $16.70 | 63020 | D | |
Common Stock | 11/18/2021 | | S(1) | | 30912 | D | $49.70 (4) | 32108 | D | |
Common Stock | 11/18/2021 | | M(1) | | 27367 | A | $16.70 | 59475 | D | |
Common Stock | 11/18/2021 | | S(1) | | 27367 | D | $49.70 (5) | 32108 | D | |
Common Stock | 11/18/2021 | | M(1) | | 1933 | A | $16.70 | 34041 | D | |
Common Stock | 11/18/2021 | | S(1) | | 1933 | D | $49.73 (3) | 32108 | D | |
Common Stock | 11/18/2021 | | M(1) | | 1933 | A | $16.70 | 34041 | D | |
Common Stock | 11/18/2021 | | S(1) | | 1933 | D | $49.72 (6) | 32108 | D | |
Common Stock | 11/18/2021 | | M(1) | | 1933 | A | $16.70 | 34041 | D | |
Common Stock | 11/18/2021 | | S(1) | | 1933 | D | $49.73 (7) | 32108 | D | |
Common Stock | 11/18/2021 | | M(1) | | 1932 | A | $16.70 | 34040 | D | |
Common Stock | 11/18/2021 | | S(1) | | 1932 | D | $49.72 (8) | 32108 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (Right to Buy) | $16.48 | 11/18/2021 | | M (1) | | | 29394 | (9) | 4/5/2028 | Common Stock | 29394.0 | $0 | 0 | D | |
Stock Options (Right to Buy) | $16.7 | 11/18/2021 | | M (1) | | | 30912 | (9) | 3/27/2026 | Common Stock | 30912.0 | $0 | 0 | D | |
Stock Options (Right to Buy) | $16.7 | 11/18/2021 | | M (1) | | | 27367 | (9) | 3/23/2027 | Common Stock | 27367.0 | $0 | 0 | D | |
Stock Options (Right to Buy) | $16.7 | 11/18/2021 | | M (1) | | | 1933 | (10) | 3/23/2027 | Common Stock | 1933.0 | $0 | 11750 | D | |
Stock Options (Right to Buy) | $16.7 | 11/18/2021 | | M (1) | | | 1933 | (10) | 3/23/2027 | Common Stock | 1933.0 | $0 | 9817 | D | |
Stock Options (Right to Buy) | $16.7 | 11/18/2021 | | M (1) | | | 1933 | (10) | 3/23/2027 | Common Stock | 1933.0 | $0 | 7884 | D | |
Stock Options (Right to Buy) | $16.7 | 11/18/2021 | | M (1) | | | 1932 | (10) | 3/23/2027 | Common Stock | 1932.0 | $0 | 5952 | D | |
Explanation of Responses: |
(1) | The options exercised and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(2) | Includes shares of Common Stock acquired under the Issuer's employee stock purchase plan. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.50 to $49.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.50 to $49.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.50 to $49.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.56 to $49.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.50 to $49.885, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.50 to $49.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
(9) | These time-based options previously granted under the Issuer's 2011 Unit Incentive Plan, or the 2011 Equity Plan, are fully vested due to a Change of Control (as defined in the 2011 Equity Plan) that resulted from the Issuer's secondary public offering that closed on May 10, 2021. |
(10) | These performance-based options previously granted under the Issuer's 2011 Unit Incentive Plan, or the 2011 Equity Plan, are fully vested due to a Change of Control (as defined in the 2011 Equity Plan) that resulted from the Issuer's secondary public offering that closed on May 10, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ennis William S. C/O ACADEMY SPORTS AND OUTDOORS, INC. 1800 NORTH MASON ROAD KATY, TX 77449 |
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| SVP & CHRO |
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Signatures
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/s/ Gary Holland, Attorney-in-fact | | 11/19/2021 |
**Signature of Reporting Person | Date |
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