0001181431-12-031719.txt : 20120522 0001181431-12-031719.hdr.sgml : 20120522 20120522171046 ACCESSION NUMBER: 0001181431-12-031719 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120518 FILED AS OF DATE: 20120522 DATE AS OF CHANGE: 20120522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STACK EDWARD W CENTRAL INDEX KEY: 0001198911 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31463 FILM NUMBER: 12862293 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DICKS SPORTING GOODS INC CENTRAL INDEX KEY: 0001089063 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 161241537 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 345 COURT STREET CITY: CORAOPOLIS STATE: PA ZIP: 15108 BUSINESS PHONE: 7242733400 MAIL ADDRESS: STREET 1: 345 COURT STREET CITY: CORAOPOLIS STATE: PA ZIP: 15108 4 1 rrd346029.xml 4 X0305 4 2012-05-18 0 0001089063 DICKS SPORTING GOODS INC DKS 0001198911 STACK EDWARD W 345 COURT STREET CORAOPOLIS PA 15108 1 1 1 0 Chairman and Chief Exec. Off. Common Stock, par value $.01 per share 2012-05-18 4 M 0 7200 11.44 A 8572970 D Common Stock, par value $.01 per share 2012-05-18 4 S 0 7200 46.25 D 8565770 D Common Stock, par value $.01 per share 2012-05-21 4 M 0 492800 11.44 A 9058570 D Common Stock, par value $.01 per share 2012-05-21 4 S 0 492800 46.4445 D 8565770 D Common Stock, par value $.01 per share 1527400 I By trust Common Stock, par value $.01 per share 1910490 I By trust Common Stock, par value $.01 per share 2211930 I By trust Common Stock, par value $.01 per share 2336480 I By trust Common Stock, par value $.01 per share 2421118 I By trust Stock Option (Right to Buy) 11.44 2012-05-18 4 M 0 7200 0 D 2007-10-21 2013-10-21 Common Stock, par value $.01 per share 7200 3688800 D Stock Option (Right to Buy) 11.44 2012-05-21 4 M 0 492800 0 D 2007-10-21 2013-10-21 Common Stock, par value $.01 per share 492800 3196000 D 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 have been transferred in accordance with the terms of the MOU. Amount includes 8,212,665 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. Represents the weighted average of multiple sales transactions ranging in price from $46.25-$46.8225. The reporting person 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. Represents shares of Class B Common Stock. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust I. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. /s/ Edward W. Stack 2012-05-22