Statement of Changes in Beneficial Ownership (4)
March 21 2019 - 4:41PM
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
*
STACK EDWARD W
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2. Issuer Name
and
Ticker or Trading Symbol
DICKS SPORTING GOODS INC
[
DKS
]
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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
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(Last)
(First)
(Middle)
345 COURT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2019
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(Street)
CORAOPOLIS, PA 15108
(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, par value $0.01 per share
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3/19/2019
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A
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8457
(1)
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A
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$0.00
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6156369
(2)
(3)
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D
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Common Stock, par value $0.01 per share
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1547748
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I
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By grantor retained annuity trust
(4)
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Common Stock, par value $0.01 per share
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950333
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I
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By grantor retained annuity trust
(5)
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Common Stock, par value $0.01 per share
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1737833
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I
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By grantor retained annuity trust
(6)
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Common Stock, par value $0.01 per share
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2199834
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I
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By grantor retained annuity trust
(7)
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Common Stock, par value $0.01 per share
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3685899
(3)
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I
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By grantor retained annuity trust
(8)
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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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Explanation of Responses:
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(1)
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Represents shares earned with respect to a performance-based stock award granted on April 3, 2017. The issuer's compensation committee certified the attainment of the performance measures on March 19, 2019. These shares are subject to time-based vesting requirements.
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(2)
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Amount includes 4,945,100 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.
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(3)
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Amount reflects a shift from indirect to direct ownership of 1,770,100 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IX and were transferred from the trust to Mr. Stack on February 26, 2019 to satisfy annual annuity payment obligations.
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(4)
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These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.
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(5)
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These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.
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(6)
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These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.
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(7)
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These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.
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(8)
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These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IX.
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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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STACK EDWARD W
345 COURT STREET
CORAOPOLIS, PA 15108
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X
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X
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Chairman and CEO
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Signatures
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/s/ Edward W. Stack
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3/21/2019
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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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