SEC FORM 4

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^*

Plank Kevin A

(Last)

(First)

(Middle)

1020 HULL STREET

(Street)

BALTIMORE

21230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Under Armour, Inc. [ UA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO, and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/05/2013		C⁽²⁾		77,360	A	$0	77,560	D
Class A Common Stock	02/05/2013		C⁽²⁾		4,835	A	$0	4,835	I	By KD Plank LLC
Class A Common Stock	02/05/2013		C⁽²⁾		4,835	A	$0	4,835	I	KD Plank #2 LLC
Class A Common Stock	02/05/2013		C⁽²⁾		10,640	A	$0	88,200	D
Class A Common Stock	02/05/2013		C⁽²⁾		665	A	$0	5,500	I	By KD Plank LLC
Class A Common Stock	02/05/2013		C⁽²⁾		665	A	$0	5,500	I	KD Plank #2 LLC
Class A Common Stock	02/05/2013		S⁽³⁾		77,360⁽⁴⁾	D	$50.57	10,840	D
Class A Common Stock	02/05/2013		S⁽³⁾		4,835⁽⁴⁾	D	$50.57	665	I	By KD Plank LLC
Class A Common Stock	02/05/2013		S⁽³⁾		4,835⁽⁴⁾	D	$50.57	665	I	KD Plank #2 LLC
Class A Common Stock	02/05/2013		S⁽³⁾		10,640⁽⁵⁾	D	$51.1	200	D
Class A Common Stock	02/05/2013		S⁽³⁾		665⁽⁵⁾	D	$51.1	0	I	By KD Plank LLC
Class A Common Stock	02/05/2013		S⁽³⁾		665⁽⁵⁾	D	$51.1	0	I	KD Plank #2 LLC
Class A Common Stock	02/06/2013		C⁽²⁾		87,760	A	$0	87,960	D
Class A Common Stock	02/06/2013		C⁽²⁾		5,485	A	$0	5,485	I	By KD Plank LLC
Class A Common Stock	02/06/2013		C⁽²⁾		5,485	A	$0	5,485	I	KD Plank #2 LLC
Class A Common Stock	02/06/2013		C⁽²⁾		240	A	$0	88,200	D
Class A Common Stock	02/06/2013		C⁽²⁾		15	A	$0	5,500	I	By KD Plank LLC
Class A Common Stock	02/06/2013		C⁽²⁾		15	A	$0	5,500	I	KD Plank #2 LLC
Class A Common Stock	02/06/2013		S⁽³⁾		87,760⁽⁶⁾	D	$50.4	440	D
Class A Common Stock	02/06/2013		S⁽³⁾		5,485⁽⁶⁾	D	$50.4	15	I	By KD Plank LLC
Class A Common Stock	02/06/2013		S⁽³⁾		5,485⁽⁶⁾	D	$50.4	15	I	KD Plank #2 LLC
Class A Common Stock	02/06/2013		S⁽³⁾		240⁽⁷⁾	D	$51.02	200	D
Class A Common Stock	02/06/2013		S⁽³⁾		15⁽⁷⁾	D	$51.02	0	I	By KD Plank LLC
Class A Common Stock	02/06/2013		S⁽³⁾		15⁽⁷⁾	D	$51.02	0	I	KD Plank #2 LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,709,412		1,709,412	I	By Annuity Trust
Class B Common Stock	⁽¹⁾	02/05/2013		C			77,360	⁽¹⁾	⁽¹⁾	Class A Common Stock	77,360	$0⁽¹⁾	18,105,278	D
Class B Common Stock	⁽¹⁾	02/05/2013		C			4,835	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,835	$0⁽¹⁾	553,115	I	By KD Plank LLC
Class B Common Stock	⁽¹⁾	02/05/2013		C			4,835	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,835	$0⁽¹⁾	715,165	I	KD Plank #2 LLC
Class B Common Stock	⁽¹⁾	02/05/2013		C			10,640	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,640	$0⁽¹⁾	18,094,638	D
Class B Common Stock	⁽¹⁾	02/05/2013		C			665	⁽¹⁾	⁽¹⁾	Class A Common Stock	665	$0⁽¹⁾	552,450	I	By KD Plank LLC
Class B Common Stock	⁽¹⁾	02/05/2013		C			665	⁽¹⁾	⁽¹⁾	Class A Common Stock	665	$0⁽¹⁾	714,500	I	KD Plank #2 LLC
Class B Common Stock	⁽¹⁾	02/06/2013		C			87,760	⁽¹⁾	⁽¹⁾	Class A Common Stock	87,760	$0⁽¹⁾	18,006,878	D
Class B Common Stock	⁽¹⁾	02/06/2013		C			5,485	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,485	$0⁽¹⁾	546,965	I	By KD Plank LLC
Class B Common Stock	⁽¹⁾	02/06/2013		C			5,485	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,485	$0⁽¹⁾	709,015	I	KD Plank #2 LLC
Class B Common Stock	⁽¹⁾	02/06/2013		C			240	⁽¹⁾	⁽¹⁾	Class A Common Stock	240	$0⁽¹⁾	18,006,638	D
Class B Common Stock	⁽¹⁾	02/06/2013		C			15	⁽¹⁾	⁽¹⁾	Class A Common Stock	15	$0⁽¹⁾	546,950	I	By KD Plank LLC
Class B Common Stock	⁽¹⁾	02/06/2013		C			15	⁽¹⁾	⁽¹⁾	Class A Common Stock	15	$0⁽¹⁾	709,000	I	KD Plank #2 LLC

Explanation of Responses:

1. Class B Common Stock is convertible at any time at the option of the reporting person into shares of Class A Common Stock on a one-for-one basis, and has no expiration date.

2. Shares of Class B Common Stock automatically convert to Shares of Class A Common Stock effective immediately upon the sale of the Class B shares by the reporting person.

3. Shares sold pursuant to a 10b5-1 trading plan.

4. This transaction was executed in multiple trades at prices ranging from $50.00 to $50.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $51.00 to $51.21. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $50.00 to $50.98. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $51.01 to $51.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

This form should be read with the other form 4 filed at approximately the same time.

	/s/ John P. Stanton, Attorney in Fact for Kevin A. Plank	02/07/2013
	** Signature of Reporting Person	Date
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 Number.