Annual Statement of Changes in Beneficial Ownership (5)
March 10 2020 - 5:01PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
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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
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1. Name and Address of Reporting Person
*
STACK EDWARD W | 2. Issuer Name and Ticker or Trading SymbolDICK'S 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) 2/1/2020 |
(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
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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) | 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 | 11/22/2019 | | G | 1545764 | D | $0 | 0 | I | By grantor retained annuity trust (1) |
Common Stock, par value $0.01 per share | | | | | | | 5440484 (2)(3) | D | |
Common Stock, par value $0.01 per share | | | | | | | 1187473 | I | By grantor retained annuity trust (4) |
Common Stock, par value $0.01 per share | | | | | | | 719833 | I | By grantor retained annuity trust (5) |
Common Stock, par value $0.01 per share | | | | | | | 1480834 | I | By grantor retained annuity trust (6) |
Common Stock, par value $0.01 per share | | | | | | | 6000000 | I | By grantor retained annuity trust (7) |
Table II - Derivative Securities Acquired, Disposed of, or 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 (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) | On November 22, 2017, Mr. Stack contributed shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust IX for the benefit of his children. Thereafter, shares have been transferred annually from the trust to Mr. Stack to satisfy annuity payment obligations, including 2,140,135 shares transferred from the trust to Mr. Stack on November 22, 2019 (as reflected herein). Upon termination of the Grantor Retained Annuity Trust on November 22, 2019, the remaining 1,545,764 shares held by the trust were gifted to the Edward W. Stack Irrevocable Trust, in which Mr. Stack has neither a direct nor indirect beneficial ownership interest. |
(2) | Amount reflects shifts from indirect to direct ownership of the following shares of Class B Common Stock from the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly to satisfy annual annuity payment obligations (i) on April 5, 2019, 950,333 shares from the Edward W. Stack Grantor Retained Annuity Trust VI (final annuity payment), 1,018,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VII, and 719,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VIII, (ii) on May 28, 2019, 360,275 shares from the Edward W. Stack Grantor Retained Annuity Trust V, and (iii) on November 22, 2019, 2,140,135 shares from the Edward W. Stack Grantor Retained Annuity Trust IX (final annuity payment). Amount also reflects a subsequent shift from direct to indirect ownership of 6,000,000 shares of Class B Common Stock from Edward W. Stack into the Edward W. Stack Grantor Retained Annuity Trust X on June 13, 2019, as reflected in this filing. |
(3) | Amount includes 4,132,843 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) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. |
(5) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII. |
(6) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII. |
(7) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust X. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA 15108 | X | X | Chairman and CEO |
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Signatures
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/s/ Edward W. Stack | | 3/10/2020 |
**Signature of Reporting Person | Date |
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