Statement of Changes in Beneficial Ownership (4)
01 November 2019 - 8:15AM
Edgar (US Regulatory)
FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Knight Travis A |
2. Issuer Name and Ticker or Trading Symbol
NIKE, Inc.
[
NKE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE BOWERMAN DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2019
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(Street)
BEAVERTON, OR 97005
(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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Class B Common Stock
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22269
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D
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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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Class A Common Convertible
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(1)
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10/29/2019
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J (2)(3)(4)
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9000000
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(1)
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(1)
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Class B Common Stock
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9000000
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$0 (2)
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275856369
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I
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by Trust (2)(3)(4)(5)
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Class A Common Convertible
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(1)
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10/29/2019
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J (2)(3)(4)
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900000
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(1)
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(1)
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Class B Common Stock
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900000
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$0
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276756369
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I
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by Trust (2)(3)(4)(5)
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Explanation of Responses:
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(1)
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Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date.
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(2)
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On October 29, 2019, Swoosh, LLC, a Delaware limited liability company ("Swoosh"), made a private pro rata distribution of shares of the Issuer's Class A Common Stock. A wholly-owned subsidiary ("Subsidiary") of the Travis A. Knight 2009 Irrevocable Trust II (the "Trust") received 900,000 of the 9,000,000 shares so distributed, which 900,000 shares were simultaneously distributed to the Trust in a transaction representing only a change in the form of beneficial ownership of such shares. As described in footnote 5, the reporting person, through the Trust, acquired an interest in such shares.
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(3)
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Pursuant to the Amended and Restated Limited Liability Company Agreement of Swoosh (the "Swoosh Agreement"), Swoosh is managed by a board of directors consisting of five board seats (the "Swoosh Board"). Two of the five seats on the Swoosh Board are classified as Class X Board Seats and are filled by vote of the Class X Units. The other three Swoosh board seats are held by directors who are self-electing (the "Independent Directors"). The reporting person currently holds both of the Class X Board Seats. At least two Independent Directors and a director holding a Class X Board Seat constitute a quorum at a meeting of the Swoosh Board, and board action requires the approval of a majority of votes cast at a meeting at which a quorum is present.
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(4)
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The foregoing description of the Swoosh Agreement and the Swoosh Board is qualified in its entirety by reference to the Schedule 13D filed by Swoosh on June 30, 2015, as amended on December 31, 2015 and June 30, 2016. The reporting person disclaims beneficial ownership of all securities held by Swoosh, and this report shall not be deemed an admission that the reporting person is, or has been, the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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(5)
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The number in column 9 represents 20,713,989 shares, in the case of row 1 of Table II, and 21,613,989 shares, in the case of row 2 of Table II, held directly by the Trust, 19,142,380 shares held directly by a Delaware limited liability company of which Subsidiary is the sole manager, and 236,000,000 shares held directly by Swoosh (all the Class X Units of which are held by Subsidiary). The reporting person disclaims beneficial ownership of all such shares held directly and indirectly by the Trust in excess of his pecuniary interest therein and disclaims beneficial ownership of all securities held by Swoosh.
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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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Knight Travis A ONE BOWERMAN DRIVE BEAVERTON, OR 97005
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X
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Signatures
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/s/ Adrian L. Bell, attorney-in-fact for Mr. Knight
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10/31/2019
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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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