0001181431-14-039200.txt : 20141218 0001181431-14-039200.hdr.sgml : 20141218 20141218162752 ACCESSION NUMBER: 0001181431-14-039200 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141216 FILED AS OF DATE: 20141218 DATE AS OF CHANGE: 20141218 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 FISCAL YEAR END: 0128 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 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: 141296163 4 1 rrd420451.xml 4 X0306 4 2014-12-16 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 2014-12-16 4 M 0 130800 17.98 A 12115888 D Common Stock, par value $.01 per share 2014-12-16 4 S 0 130800 49.7682 D 11985088 D Common Stock, par value $.01 per share 2014-12-17 4 M 0 119200 17.98 A 12104288 D Common Stock, par value $.01 per share 2014-12-17 4 M 0 90000 27.87 A 12194288 D Common Stock, par value $.01 per share 2014-12-17 4 S 0 209200 49.1826 D 11985088 D Common Stock, par value $.01 per share 1395332 I By trust Common Stock, par value $.01 per share 1921661 I By trust Common Stock, par value $.01 per share 2291748 I By trust Stock Option (Right to Buy) 17.98 2014-12-16 4 M 0 130800 0 D 2009-03-02 2015-03-02 Common Stock, par value $.01 per share 130800 119200 D Stock Option (Right to Buy) 17.98 2014-12-17 4 M 0 119200 0 D 2009-03-02 2015-03-02 Common Stock, par value $.01 per share 119200 0 D Stock Option (Right to Buy) 27.87 2014-12-17 4 M 0 90000 0 D 2012-03-27 2015-03-27 Common Stock, par value $.01 per share 90000 0 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 125,000 shares underlying the vested stock options have been transferred in accordance with the terms of the MOU. Amount includes 11,449,224 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. Amounts reflect a shift from indirect to direct ownership of 661,000 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trusts referenced in footnotes 6, 8 and 10, and which were transferred to Mr. Stack on September 4, 2014 to satisfy annuity payment obligations under the Grantor Retained Annuity Trusts. Represents the weighted average of multiple sales transactions ranging in price from $49.50 to $50.27. 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. Represents the weighted average of multiple sales transactions ranging in price from $49.00 to $49.57. 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. Amount reflects a shift from indirect to direct ownership of 375,000 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust III, and which were transferred to Mr. Stack on September 4, 2014 to satisfy annual annuity payment obligations, as discussed in Footnote 3 above. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III. Amount reflects a shift from indirect to direct ownership of 211,500 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, and which were transferred to Mr. Stack on September 4, 2014 to satisfy annual annuity payment obligations, as discussed in Footnote 3 above. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV. Amount reflects a shift from indirect to direct ownership of 74,500 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust V, and which were transferred to Mr. Stack on September 4, 2014 to satisfy annual annuity payment obligations, as discussed in Footnote 3 above. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V. /s/ Edward W. Stack 2014-12-18