FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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
                      

1. Name and Address of Reporting Person *

STACK EDWARD W

2. Issuer Name and Ticker or Trading Symbol

DICKS SPORTING GOODS INC [DKS]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO

(Last)          (First)          (Middle)

345 COURT STREET

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
2/2/2019 
(Street)

CORAOPOLIS, PA 15108

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share   11/9/2018     G   182832   (1) D $0.00   4379032   (2) (3) D    
Common Stock, par value $0.01 per share   12/27/2018     G   1220   (4) D $0.00   4377812   (2) (3) D    
Common Stock, par value $0.01 per share                 1547748   I   By grantor retained annuity trust   (5)
Common Stock, par value $0.01 per share                 950333   I   By grantor retained annuity trust   (6)
Common Stock, par value $0.01 per share                 1737833   I   By grantor retained annuity trust   (7)
Common Stock, par value $0.01 per share                 2199834   I   By grantor retained annuity trust   (8)
Common Stock, par value $0.01 per share                 5455999   I   By grantor retained annuity trust   (9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Reflects a transfer for no value to Mr. Stack's former spouse. Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack's former spouse was entitled to receive, upon her request, the economic benefit with respect to certain stock options that were previously exercised for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event) in accordance with the terms of applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU.
(2)  Amount reflects a shift from indirect to direct ownership of the following shares of Class B Common Stock held by the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly, on June 11, 2018 to satisfy annual annuity payment obligations (i) 290,000 shares from the Edward W. Stack Grantor Retained Annuity Trust V, (ii) 1,345,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VI, (iii) 900,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VII, (iv) 640,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VIII.
(3)  Amount includes 3,175,000 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock.
(4)  Reflects a gift transfer of 244 shares to each of Mr. Stack's five children.
(5)  These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.
(6)  These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.
(7)  These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.
(8)  These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.
(9)  These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IX.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STACK EDWARD W
345 COURT STREET
CORAOPOLIS, PA 15108
X X Chairman and CEO

Signatures
/s/ Edward W. Stack 2/14/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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