Statement of Changes in Beneficial Ownership (4)
January 16 2019 - 5:18PM
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)
1/14/2019
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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
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D
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Common Stock
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5025861
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I
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By LIPO Investments (USA) Inc.
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Common Stock
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1/14/2019
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C
(1)
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311450
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A
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(2)
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311450
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I
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By Anamered Investments Inc.
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Common Stock
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1/14/2019
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S
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222236
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D
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$140.15
(3)
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89214
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I
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By Anamered Investments Inc.
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Common Stock
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1/14/2019
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S
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71478
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D
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$141.17
(4)
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17736
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I
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By Anamered Investments Inc.
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Common Stock
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1/14/2019
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S
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17736
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D
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$142.33
(5)
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0
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I
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By Anamered Investments Inc.
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Common Stock
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1/15/2019
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C
(1)
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132939
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A
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(2)
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132939
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I
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By Anamered Investments Inc.
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Common Stock
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1/15/2019
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S
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132939
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D
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$140.10
(6)
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0
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I
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By Anamered Investments 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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(2)
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1/14/2019
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C
(7)
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311450
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(8)
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(9)
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Common Stock
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311450
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$0.00
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9104727
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I
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By Anamered Investments Inc.
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Exchangeable Shares of Lulu Canadian Holding, Inc.
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(2)
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(8)
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(9)
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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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(2)
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(8)
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(9)
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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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Exchangeable Shares of Lulu Canadian Holding, Inc.
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(2)
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1/15/2019
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C
(7)
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132939
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(8)
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(9)
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Common Stock
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132939
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$0.00
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8971788
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I
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By Anamered Investments Inc.
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Explanation of Responses:
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(1)
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Shares obtained on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under 16b-6b.
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(2)
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1 - 1 exchange ratio.
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(3)
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Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.96, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(4)
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Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $141.00 to $141.80, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(5)
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Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $142.00 to $142.61, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(6)
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Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.97, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(7)
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Shares surrendered on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under Rule 16b-6b.
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(8)
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Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.
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(9)
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No expiration date.
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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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1/16/2019
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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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