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
                      

1. Name and Address of Reporting Person *

Plank Kevin A
2. Issuer Name and Ticker or Trading Symbol

Under Armour, Inc. [ UA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Exec. Chairman and Brand Chief
(Last)          (First)          (Middle)

1020 HULL STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/3/2016
(Street)

BALTIMORE, MD 21230
(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)
Code V Amount (A) or (D) Price
Class C Common Stock         719722 I KD Plank LLC 
Class C Common Stock         1046123 I KD Plank #2 LLC 
Class C Common Stock         14195870 I KDP Holdings I LLC 
Class C Common Stock         3500000 I KDP Holdings II LLC 
Class C Common Stock         5000000 I KDP Holdings III LLC 
Class C Common Stock         3107880 I Plank Family Trust 
Class C Common Stock         6250000 I KDP Holdings IV LLC 
Class C Common Stock (1)(2)8/3/2016  S(3)  1 D$35.34 397 D  
Class C Common Stock (1)(2)10/26/2016  S(3)  137 D$27.66 260 D  
Class C Common Stock (1)(2)10/27/2016  S(3)  90 D$26.25 170 D  
Class C Common Stock (2)(1)10/28/2016  S(3)  64 D$26.28 106 D  
Class C Common Stock (1)(2)11/9/2016  S(3)  106 D$26.05 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock and Class B Common Stock on March 28, 2016, the record date for the dividend, received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock and Class B Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend.
(2) The totals in Column 5 reflect the number of shares beneficially owned as of the date of filing of this Form 4, taking into account the transactions reported in this Form 4.
(3) The transactions with respect to the 398 shares of Class C stock reported in this Form 4 were executed by the reporting person's independent investment advisor in a managed account without the reporting person's knowledge. As reported above, these transactions occurred over a period from mid-to-late 2016.

Remarks:
Does not include Class A Common Stock or Class B Common Stock held by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Plank Kevin A
1020 HULL STREET
BALTIMORE, MD 21230
XXExec. Chairman and Brand Chief

Signatures
/s/ Mehri F. Shadman, Attorney in Fact for Kevin A. Plank4/1/2020
**Signature of Reporting PersonDate

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