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^*

Wilson Dennis J.

(Last)

(First)

(Middle)

400 - 1818 CORNWALL AVENUE

(Street)

VANCOUVER

V6J 1C7

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
lululemon athletica inc. [ LULU ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2014

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)
Common Stock								7,120	D
Common Stock								10,328,858	I	By LIPO Investments (USA) Inc
Common Stock	09/09/2014		C⁽¹⁾		20,105,279	A	⁽²⁾	20,105,279	I	By W51008759 Holdings Ltd.
Common Stock	09/09/2014		G⁽⁵⁾		1,735,000	D	$0	18,370,279	I	By W51008759 Holdings Ltd.
Common Stock	09/09/2014		S⁽⁶⁾		18,370,279	D	$42	0	I	By W51008759 Holdings Ltd.

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)
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0							⁽²⁾	⁽³⁾	Common Stock	9,415,677		9,415,677	D⁽⁴⁾
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0	09/09/2014		C⁽¹⁾			20,105,279	⁽²⁾	⁽³⁾	Common Stock	20,105,279	$0	0	I⁽⁴⁾	By W51008759 Holdings Ltd.
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0							⁽²⁾	⁽³⁾	Common Stock	268,984		268,984	I	By Shannon Wilson
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0							⁽²⁾	⁽³⁾	Common Stock	91,760		91,760	I	By Five Boys Investments ULC

Explanation of Responses:

1. Shares surrendered on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under Rule 16b-6b.

2. Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.

3. No expiration date.

4. Reflects the transfer by the reporting person to W51008759 Holdings Ltd. (f/k/a 1008759 B.C. Ltd.), an entity beneficially owned by the reporting person, of 20,105,279 exchangeable common shares of Lulu Canadian Holding, Inc. in a transaction exempt pursuant to Rule 16a-13.

5. The reported transaction reflects the reporting person's gift of shares of lululemon athletica inc. to a registered charity for philanthropic purposes. The shares were subsequently sold by the registered charity pursuant to a Stock Purchase Agreement dated August 7, 2014, by and among the reporting person, the registered charity, affiliates of Advent International and the other parties set forth on the signature page thereto.

6. The sale reported in this Form 4 was effected pursuant to a Stock Purchase Agreement dated August 7, 2014, by and among the reporting person, affiliates of Advent International and the other parties set forth on the signature page thereto.

	/s/ Dennis J. Wilson by Winston Cummins, Attorney-in-Fact	09/10/2014
	** 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).
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