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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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. | SEC 2270 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA 15108 |
 X |  X |  Chairman and CEO |  |
/s/ Edward W. Stack | 02/14/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects a transfer for no value to Mr. Stack's former spouse. Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack's former spouse was entitled to receive, upon her request, the economic benefit with respect to certain stock options that were previously exercised for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event) in accordance with the terms of applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU. |
(2) | Amount reflects a shift from indirect to direct ownership of the following shares of Class B Common Stock held by the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly, on June 11, 2018 to satisfy annual annuity payment obligations (i) 290,000 shares from the Edward W. Stack Grantor Retained Annuity Trust V, (ii) 1,345,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VI, (iii) 900,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VII, (iv) 640,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VIII. |
(3) | Amount includes 3,175,000 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. |
(4) | Reflects a gift transfer of 244 shares to each of Mr. Stack's five children. |
(5) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. |
(6) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI. |
(7) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII. |
(8) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII. |
(9) | These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IX. |