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)

BALITIMORE

21230

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016

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 C Common Stock⁽¹⁾	04/29/2016		S⁽²⁾		197,680⁽³⁾	D	$40.837	28,774,490	D
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		6,177⁽³⁾	D	$40.837	714,723	I	KD Plank LLC
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		6,177⁽³⁾	D	$40.837	1,038,823	I	KD Plank #2 LLC
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		12,355⁽³⁾	D	$40.837	3,086,121	I	By Plank Family Trust
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		2,320⁽⁵⁾	D	$41.583	28,772,170	D
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		73⁽⁵⁾	D	$41.583	714,650	I	KD Plank LLC
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		73⁽⁵⁾	D	$41.583	1,038,750	I	KD Plank #2 LLC
Class C Common Stock⁽⁴⁾	04/29/2016		S⁽²⁾		145⁽⁵⁾	D	$41.583	3,085,976	I	By Plank Family Trust

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)

Explanation of Responses:

1. Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock and Class B 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 and Class B 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.

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

3. This transaction was executed in multiple trades at prices ranging from $40.48 to $41.47. 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.

4. The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend.

5. This transaction was executed in multiple trades at prices ranging from $41.50 to $41.66. 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:

The reporting person beneficially owns 211,546 shares of Class A Common Stock, which include 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. These shares are not included on this form. Does not include 34,450,000 shares of Class B Common Stock held directly and indirectly by the reporting person.

	/s/ John P. Stanton, Attorney in Fact for Kevin A. Plank	04/29/2016
	** 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.
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