Sec Form 4 Filing - STACK EDWARD W @ DICK'S SPORTING GOODS, INC. - 2020-08-26

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 STACK EDWARD W 2. Issuer Name and Ticker or Trading Symbol DICK'S SPORTING GOODS, INC. [ DKS] 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 (Last) (First) (Middle) 345 COURT STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2020 (Street) CORAOPOLIS, PA15108 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 Common Stock, par value $0.01 per share 05/26/2020 G 713,008 ( 1 ) D $ 0 0 I By Grantor Retained Annuity Trust ( 1 ) Common Stock, par value $0.01 per share 08/26/2020 S 103,675 ( 2 ) D $ 51.3718 ( 3 ) 10,629,328 ( 4 ) ( 5 ) D Common Stock, par value $0.01 per share 08/26/2020 S 109,698 ( 2 ) D $ 52.19 ( 6 ) 10,519,630 ( 5 ) D Common Stock, par value $0.01 per share 08/26/2020 S 36,627 ( 2 ) D $ 52.99 ( 7 ) 10,483,003 D Common Stock, par value $0.01 per share 3,758,888 I By Grantor Retained Annuity Trust ( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA15108 X X Chairman and CEO Signatures /s/ Edward W. Stack 08/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 26, 2010, Mr. Stack contributed shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust V ("GRAT V") for the benefit of his children. Shares have thereafter been transferred annually from the trust to Mr. Stack to satisfy annuity payment obligations. Upon termination of GRAT V on May 26, 2020, the remaining 713,008 shares held by the trust were gifted to the Edward W. Stack Irrevocable Trust, in which Mr. Stack has neither a direct nor indirect beneficial ownership interest. ( 2 )Pursuant to a currently effective Rule 10b5-1 Plan. ( 3 )The sales were executed in a series of transactions with a price range of $50.81 to $51.80, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )Amount reflects shifts from indirect to direct ownership of the following shares of Class B Common Stock from the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly to satisfy annual annuity payment obligations: (i) 474,465 shares from GRAT V on May 26, 2020 and (ii) 2,241,112 shares from the Edward W. Stack Grantor Retained Annuity Trust X ("GRAT X") on June 17, 2020. ( 5 )Amount includes 9,049,087 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock. ( 6 )The sales were executed in a series of transactions with a price range of $51.81 to $52.80, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 7 )The sales were executed in a series of transactions with a price range of $52.81 to $53.35, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 8 )These shares are held by GRAT X.

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