SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STACK EDWARD W

(Last) (First) (Middle)
345 COURT STREET

(Street)
CORAOPOLIS PA 15108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DICKS SPORTING GOODS INC [ DKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and Chief Exec. Off.
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value $.01 per share 05/28/2013 G 892,201 D $0 0 I By grantor retained annuity trust (1)
Common Stock, par value $.01 per share 09/13/2013 G (2) 6,047 D $0 11,215,370 (3) (4) D
Common Stock, par value $.01 per share 11/20/2013 M 106,700 (5) A $12.63 11,322,070 (3) (4) D
Common Stock, par value $.01 per share 11/20/2013 S 106,700 (5) D $55.0754 (6) 11,215,370 (3) (4) D
Common Stock, par value $.01 per share 11/21/2013 M 37,300 (5) A $12.63 11,252,670 (3) (4) D
Common Stock, par value $.01 per share 11/21/2013 S 37,300 (5) D $54.9347 (6) 11,215,370 (3) (4) D
Common Stock, par value $.01 per share 1,770,332 (7) I By trust (8)
Common Stock, par value $.01 per share 2,133,161 (9) I By trust (10)
Common Stock, par value $.01 per share 2,366,248 I By trust (11)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Stock Option (Right to Buy) $12.63 11/20/2013 M 106,700 (5) 01/21/2008 01/21/2014 Common Stock, par value $.01 per share 106,700 $0 37,300 D
Stock Option (Right to Buy) $12.63 11/21/2013 M 37,300 (5) 01/21/2008 01/21/2014 Common Stock, par value $.01 per share 37,300 $0 0 D
Explanation of Responses:
1. On May 26, 2010, Mr. Stack contributed 2,525,000 shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust II for the benefit of himself and his children. Thereafter, 614,510 shares were transferred from the trust to Mr. Stack on September 7, 2011 (as reflected on Form 4 filed March 21, 2012), 506,428 shares were transferred from the trust to Mr. Stack on May 29, 2012 (as reflected on Form 4 filed May 31, 2012) and 511,861 shares were transferred from the trust to Mr. Stack on May 28, 2013 (as reflected herein) to satisfy required annuity payments, which shares are currently reported as being directly owned. Upon termination of the grantor retained annuity trust on May 28, 2013, the remaining 892,201 shares were transferred to the Edward W. Stack Irrevocable Trust, in which Mr. Stack has neither a direct nor indirect beneficial ownership interest.
2. This transaction involved a gift of shares of Class B Common Stock to the Denise Trust TTEE U/A DTD 7/23/09 Edward W. Stack Trust for children, in which Mr. Stack has neither a direct nor indirect beneficial interest.
3. Amount includes 10,788,224 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. Amounts reflect a shift from indirect to direct ownership of 783,265 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trusts referenced in footnotes 1, 7 and 9, which were transferred to Mr. Stack on May 28, 2013 to satisfy annuity payment obligations under certain of the Grantor Retained Annuity Trusts.
5. Pursuant to a Memorandum of Understanding ("MOU") dated the 2nd day of March, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock options in accordance with the Company's applicable policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised. One-half of the net after tax proceeds associated with the exercise and sale of shares underlying the vested stock option has been transferred in accordance with the terms of the MOU.
6. Represents the weighted average of multiple sales transactions ranging in price from $55.00-$55.23 for the November 20th transaction, and $54.76-$55.09 for the November 21st transaction, respectively. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.
7. Amount reflects a shift from indirect to direct ownership of 200,104 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust III, which were transferred to Mr. Stack on May 28, 2013 to satisfy annual annuity payment obligations, as discussed in Footnote 4 above.
8. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III.
9. Amount reflects a shift from indirect to direct ownership of 71,300 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, which were transferred from the trust to Mr. Stack on May 28, 2013 to satisfy annual annuity payment obligations, as discussed in Footnot 4 above.
10. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
11. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.
/s/ Edward W. Stack 11/22/2013
** Signature of Reporting Person Date
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