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 *

Rutherford Jamey Traywick
2. Issuer Name and Ticker or Trading Symbol

Academy Sports & Outdoors, Inc. [ ASO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Omnichannel
(Last)          (First)          (Middle)

C/O ACADEMY SPORTS AND OUTDOORS, INC., 1800 NORTH MASON ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/8/2022
(Street)

KATY, TX 77449
(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
Common Stock 12/8/2022  S  40000 D$55.14 (1)36270 (2)D  
Common Stock 12/9/2022  M  9499 A$16.57 45769 D  
Common Stock 12/9/2022  S  6799 D$54.57 (3)38970 D  
Common Stock 12/9/2022  S  2700 D$55.23 (4)36270 D  
Common Stock 12/9/2022  M  4973 A$26.99 41243 D  
Common Stock 12/9/2022  S  4973 D$53.85 (5)36270 D  
Common Stock 12/9/2022  M  19286 A$16.57 55556 D  
Common Stock 12/9/2022  S  17186 D$54.60 (6)38370 D  
Common Stock 12/9/2022  S  2100 D$55.13 (7)36270 D  
Common Stock 12/9/2022  M  19350 A$17.30 55620 D  
Common Stock 12/9/2022  S  19350 D$54.79 (8)36270 D  
Common Stock 12/9/2022  M  18915 A$16.70 55185 D  
Common Stock 12/9/2022  S  18915 D$54.82 (9)36270 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
Stock Options (Right to Buy) $16.57 12/9/2022  M     9499   (10)3/7/2029 Common Stock 9499.0 $16.57 0 D  
Stock Options (Right to Buy) $26.99 12/9/2022  M     4973   (11)3/31/2031 Common Stock 4973.0 $26.99 14922 D  
Stock Options (Right to Buy) $16.57 12/9/2022  M     19286   (11)3/7/2029 Common Stock 19286.0 $16.57 0 D  
Stock Options (Right to Buy) $17.3 12/9/2022  M     19350   (11)3/5/2030 Common Stock 19350.0 $17.30 0 D  
Stock Options (Right to Buy) $16.7 12/9/2022  M     18915   (11)6/22/2028 Common Stock 18915.0 $16.70 0 D  

Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $55.09 to $55.44, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(2) Includes shares of Common Stock acquired under the Issuer's employee stock purchase plan.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.16 to $55.155, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $55.165 to $55.298, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.46 to $54.455, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.045 to $55.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $55.10 to $55.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.515 to $54.815, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.41 to $54.855, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth above.
(10) These performance-based options previously granted under the Issuer's 2011 Unit Incentive Plan, or the 2011 Equity Plan, are fully vested due to a Change of Control (as defined in the 2011 Equity Plan) that resulted from the Issuer's secondary public offering that closed on May 10, 2021.
(11) These time-based options previously granted under the Issuer's 2011 Unit Incentive Plan, or the 2011 Equity Plan, are fully vested due to a Change of Control (as defined in the 2011 Equity Plan) that resulted from the Issuer's secondary public offering that closed on May 10, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rutherford Jamey Traywick
C/O ACADEMY SPORTS AND OUTDOORS, INC.
1800 NORTH MASON ROAD
KATY, TX 77449


SVP, Omnichannel

Signatures
/s/ Gary Holland, Attorney-in-fact12/12/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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