Statement of Changes in Beneficial Ownership (4)
20 February 2020 - 8:22AM
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).
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
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Stanton John Patrick |
2. Issuer Name and Ticker or Trading Symbol
Under Armour, Inc.
[
UA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, General Counsel |
(Last)
(First)
(Middle)
1020 HULL STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2020 |
(Street)
BALTIMORE, MD 21230
(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 C Common Stock | | | | | | | | 1007 | I | By Trust (1) |
Class C Common Stock | 2/17/2020 | | M | | 18127 | A | $3.52 | 251193 | D | |
Class C Common Stock | 2/17/2020 | | F(2) | | 10467 | D | $15.45 | 240726 | D | |
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 |
Employee Stock Option (Right to Buy) | $3.52 | 2/17/2020 | | M | | | 18127 | (3) | 3/8/2020 | Class C Common Stock | 18127 | $0 | 0 | D | |
Explanation of Responses: |
(1) | These shares are held in a trust for the benefit of the mother-in-law of the Reporting Person. The spouse of the Reporting Person is co-trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(2) | Represents shares withheld to cover the exercise price of the options exercised and tax withholding obligations. |
(3) | On March 9, 2010, the reporting person was granted an option to purchase shares of Common Stock, with vesting based on the Company achieving a certain combined operating income for 2011 and 2012. The Company achieved this vesting condition. The award vested in two equal annual installments beginning February 15, 2013. |
Remarks: Does not include Class A Common Stock held by the Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stanton John Patrick 1020 HULL STREET BALTIMORE, MD 21230 |
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| EVP, General Counsel |
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Signatures
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/s/ Mehri F. Shadman, attorney in Fact for John P. Stanton | | 2/19/2020 |
**Signature of Reporting Person | Date |
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