Statement of Changes in Beneficial Ownership (4)
26 August 2022 - 08:48PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Hayes John Edward III |
2. Issuer Name and Ticker or Trading Symbol
DICK'S SPORTING GOODS, INC.
[
DKS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, General Counsel |
(Last)
(First)
(Middle)
345 COURT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/24/2022 |
(Street)
CORAOPOLIS, PA 15108
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 8/24/2022 | | M | | 6592 | A | $11.31 (1) | 40823 | D | |
Common Stock, par value $0.01 per share | 8/24/2022 | | S | | 6000 | D | $109.71 | 34823 | D | |
Common Stock, par value $0.01 per share | 8/24/2022 | | M | | 2627 | A | $28.31 (1) | 37450 | D | |
Common Stock, par value $0.01 per share | 8/24/2022 | | S | | 2519 | D | $109.6107 (2) | 34931 | D | |
Common Stock, par value $0.01 per share | 8/24/2022 | | S | | 700 | D | $109.01 (3) | 34231 | D | |
Common Stock, par value $0.01 per share | 8/24/2022 | | S | | 4850 | D | $110.0489 (4) | 29381 | D | |
Common Stock, par value $0.01 per share | 8/24/2022 | | S | | 2150 | D | $109.1839 (5) | 27231 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $11.31 (1) | 8/24/2022 | | M | | | 6592 | (6) | 3/22/2027 | Common Stock, par value $0.01 per share | 6592.0 | $0 | 13185 | D | |
Stock Option (Right to Buy) | $28.31 (1) | 8/24/2022 | | M | | | 2627 | (7) | 4/3/2025 | Common Stock, par value $0.01 per share | 2627.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The exercise price shown has been adjusted from the grant date exercise price due to the special cash dividend paid by the Company on September 24, 2021, which was required by the Company's Amended and Restated 2012 Stock and Incentive Plan. |
(2) | Represents the weighted average price of multiple transactions ranging from $109.15 to $110.14. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company. |
(3) | Represents the weighted average price of multiple transactions ranging from $108.86 to 109.06. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company. |
(4) | Represents the weighted average price of multiple transactions ranging from $109.47 to $110.43. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company. |
(5) | Represents the weighted average price of multiple transactions ranging from $109.01 to $109.43. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company. |
(6) | The stock option award representing the right to purchase 26,369 shares of common stock vests in 4 equal annual installments beginning on March 22, 2021. |
(7) | The stock option award representing the right to purchase 10,505 shares of common stock vested in 4 equal annual installments beginning on April 3, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hayes John Edward III 345 COURT STREET CORAOPOLIS, PA 15108 |
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| SVP, General Counsel |
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Signatures
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/s/ Mark Worley by Power of Attorney | | 8/26/2022 |
**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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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