X0306 4 2016-04-25 false 0001336917 Under Armour, Inc. UAC 0001241750 MIRCHIN MATTHEW C 1020 HULL STREET BALITIMORE MD 21230 false true false false President of North America Class C Common Stock 2016-04-25 4 M false 15000 3.5264 A 72261 D Class C Common Stock 2016-04-25 4 S false 26394 44.3757 D 45867 D Employee Stock Option (Right to Buy) 3.5264 2016-04-25 4 M false 15000 0 D 2020-03-09 Class C Common Stock 15000 105000 D Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock on March 28, 2016, the record date for the dividend, received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend, including outstanding shares held by the Reporting Person and shares underlying performance-based restricted units previously granted to the Reporting Person which have been earned based on the Company performance but have not yet vested. This stock option was originally reported as an option to purchase shares of Under Armour, Inc. Class A Common Stock at an exercise price of $14.21, and was later adjusted for a two-for-one stock split completed in 2014. As a result of the Class C Dividend, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for shares of Class C Common Stock, and the exercise price has been adjusted so that the portion of the option covering the Class A Common Stock now has an exercise price of $3.5761 and the portion of the option covering the Class C Common Stock has an exercise price of $3.5264 per share. On March 9, 2010, the reporting person was granted an option to purchase shares of Common Stock, with vesting based on the Company achieving a certain combined operating income for 2011 and 2012. The Company achieved this vesting condition. The award vested in equal annual installments and was fully vested as of February 15, 2015. This transaction was executed in multiple trades at prices ranging from $44.17 to $44.60. 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. Does not include Class A Common Stock held by the reporting person. /s/ John P. Stanton, Attorney in Fact for: Matthew C. Mirchin 2016-04-26