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^*

Jooma Imran

(Last)

(First)

(Middle)

3308 N. MITTHOEFFER ROAD

(Street)

INDIANAPOLIS

46235

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FINISH LINE INC /IN/ [ FINL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Div Pres, Omni Strat

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015

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 A Common Stock	02/10/2015		A		11,531⁽¹⁾	A	$0	11,531	D
Class A Common Stock	03/30/2015		A		4,493⁽²⁾	A	$0	16,024	D
Class A Common Stock	02/09/2016		F		1,984⁽³⁾	D	$17.87	14,040	D
Class A Common Stock	02/29/2016		A		14,971⁽⁴⁾	A	$0	29,011	D
Class A Common Stock	03/01/2016		F		923⁽⁵⁾	D	$18.22	28,088	D
Class A Common Stock	03/28/2016		A		5,363⁽⁶⁾	A	$0	33,451	D
Class A Common Stock	03/01/2017		F		1,059⁽⁷⁾	D	$16.3	32,392	D
Class A Common Stock	03/27/2017		A		20,970⁽⁸⁾	A	$0	53,362	D

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)
Stock Option (Right to Buy)	$23.8	02/10/2015		A		80,029		⁽⁹⁾	02/10/2025	Class A Common Stock	80,029	$0	80,029	D
Stock Option (Right to Buy)	$24.44	03/30/2015		A		41,781		⁽¹⁰⁾	03/30/2025	Class A Common Stock	41,781	$0	41,781	D
Performance-Based Restricted Stock	⁽¹¹⁾	03/30/2015		A		6,739		⁽¹¹⁾	03/30/2018	Class A Common Stock	6,739	$0	6,739	D
Stock Option (Right to Buy)	$20.47	03/28/2016		A		54,790		⁽¹²⁾	03/28/2026	Class A Common Stock	54,790	$0	54,790	D
Performance-Based Restricted Stock	⁽¹³⁾	03/28/2016		A		8,044		⁽¹³⁾	03/28/2019	Class A Common Stock	8,044	$0	8,044	D
Dividend Equivalent Rights	⁽¹⁴⁾	06/15/2015⁽¹⁵⁾		A		424		⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	452	$0	452	D
Performance-Based Restricted Stock	⁽¹⁶⁾	03/27/2017		A		20,970		⁽¹⁶⁾	03/27/2020	Class A Common Stock	20,970	$0	20,970	D

Explanation of Responses:

1. The reported shares of restricted stock vest on the following schedule: 5,765 (50%) on 2/9/2016; 2,883 (25%) on 3/1/2016; and 2,883 (25%) on 3/1/2017.

2. All the reported shares of restricted stock cliff vest in full on 3/30/2018.

3. Withheld for taxes upon the 2/9/2016 vesting of 5,765 shares of restricted stock from a grant on 2/10/2015.

4. All the reported shares of restricted stock cliff vest in full on 2/28/2019.

5. Withheld for taxes upon the 3/1/2016 vesting of 2,883 shares of restricted stock from a grant on 2/10/2015.

6. All the reported shares of restricted stock cliff vest in full on 3/28/2019.

7. Withheld for taxes upon the 3/1/2017 vesting of 2,883 shares of restricted stock from a grant on 2/10/2015.

8. The reported shares of restricted stock vest in three equal annual installments on the anniversary of the date of grant, commencing on 3/27/2018.

9. The options vest in two equal or nearly equal annual installments of 40,014 and 40,015 beginning on 2/9/2016.

10. The options vest on the following schedule: 4,178 (10%) on 3/30/2016; 8,356 (20%) on 3/30/2017; 12,534 (30%) on 3/30/2018; and 16,713 (40%) on 3/30/2019.

11. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share, measured over a performance period including fiscal years 2016, 2017 and 2018. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

12. The options vest on the following schedule: 5,479 (10%) on 3/28/2017; 10,958 (20%) on 3/28/2018; 16,437 (30%) on 3/28/2019; and 21,916 (40%) on 3/28/2020.

13. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share, measured over a performance period including fiscal years 2017, 2018 and 2019. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

14. The reported dividend equivalent rights accrued on the reporting person's performance-based restricted stock and will become vested proportionately with the performance-based restricted stock to which they relate. Each dividend equivalent right is the economic equivalent of one share of Class A Common Stock.

15. The reported dividend equivalent rights reflect the aggregate accruals for quarterly dividends paid by The Finish Line, Inc. from the initial grant date for the performance-based restricted stock to which the dividend equivalent rights relate up to the date of this ownership report.

16. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share and to consolidated enterprise sales growth, measured over a performance period including fiscal years 2018, 2019 and 2020. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

Remarks:

	/s/ Christopher C. Eck, as attorney-in-fact for Imran Jooma	03/29/2017
	** 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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