Sec Form 4 Filing - COLTHARP DOUGLAS E @ Under Armour, Inc. - 2016-08-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
COLTHARP DOUGLAS E
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1020 HULL STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2016
(Street)
BALITIMORE, MD21230
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class C Common Stock 503 I UTMA for Child
Class C Common Stock 503 I UTMA for Child
Class C Common Stock 75,532 I By Spouse
Class C Common Stock 08/17/2016 M 6,695 A $ 5.56 71,460.49 D
Class C Common Stock 08/17/2016 S 6,695 ( 2 ) D $ 37.8667 64,765.49 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Director Stock Option (Right to Buy) ( 1 ) $ 5.56 08/17/2016 M 6,695 05/06/2008 05/08/2017 Class C Common Stock 6,695 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLTHARP DOUGLAS E
1020 HULL STREET
BALITIMORE, MD21230
X
Signatures
/s/ John P. Stanton, Attorney in Fact for: Douglas E. Coltharp 08/18/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Under Armour, Inc. declared a stock dividend pursuant to which holders of Class A Common Stock received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock held by them. On June 29, 2016, Under Armour, Inc. paid a dividend in the form of shares of Class C Common Stock to holders of Class C Common Stock pursuant to the settlement of the shareholder litigation related to the creation of the Class C Common Stock. This stock option was originally reported as an option to purchase 1,662 shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $45.12, and was later adjusted for two separate two-for-one stock splits completed in 2012 and 2014 and the Class C dividends in 2016. As a result, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for 6,695 shares of Class C Common Stock, with an exercise price of $5.56 per share.
( 2 )This transaction was executed in multiple trades at prices ranging from $37.84 to $37.91. 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:
Does not include Class A Common Stock held by the Reporting Person.

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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