Statement of Changes in Beneficial Ownership (4)
August 28 2020 - 05:01PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Symbol
DICK'S 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 |
(Last)
(First)
(Middle)
345 COURT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/26/2020 |
(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 | 5/26/2020 | | G | | 713008 (1) | D | $0 | 0 | I | By Grantor Retained Annuity Trust (1) |
Common Stock, par value $0.01 per share | 8/26/2020 | | S | | 103675 (2) | D | $51.3718 (3) | 10629328 (4)(5) | D | |
Common Stock, par value $0.01 per share | 8/26/2020 | | S | | 109698 (2) | D | $52.19 (6) | 10519630 (5) | D | |
Common Stock, par value $0.01 per share | 8/26/2020 | | S | | 36627 (2) | D | $52.99 (7) | 10483003 | D | |
Common Stock, par value $0.01 per share | | | | | | | | 3758888 | I | By Grantor Retained Annuity Trust (8) |
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 |
Explanation of Responses: |
(1) | On May 26, 2010, Mr. Stack contributed shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust V ("GRAT V") for the benefit of his children. Shares have thereafter been transferred annually from the trust to Mr. Stack to satisfy annuity payment obligations. Upon termination of GRAT V on May 26, 2020, the remaining 713,008 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) | Pursuant to a currently effective Rule 10b5-1 Plan. |
(3) | The sales were executed in a series of transactions with a price range of $50.81 to $51.80, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(4) | 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) 474,465 shares from GRAT V on May 26, 2020 and (ii) 2,241,112 shares from the Edward W. Stack Grantor Retained Annuity Trust X ("GRAT X") on June 17, 2020. |
(5) | Amount includes 9,049,087 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. |
(6) | The sales were executed in a series of transactions with a price range of $51.81 to $52.80, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(7) | The sales were executed in a series of transactions with a price range of $52.81 to $53.35, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(8) | These shares are held by GRAT 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 | | 8/28/2020 |
**Signature of Reporting Person | Date |
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