Sec Form 4 Filing - Plank Kevin A @ Under Armour, Inc. - 2016-08-03

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 Plank Kevin A 2. Issuer Name and Ticker or Trading Symbol Under Armour, Inc. [ UA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. Chairman and Brand Chief (Last) (First) (Middle) 1020 HULL STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2016 (Street) BALTIMORE, 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 719,722 I KD Plank LLC Class C Common Stock 1,046,123 I KD Plank #2 LLC Class C Common Stock 14,195,870 I KDP Holdings I LLC Class C Common Stock 3,500,000 I KDP Holdings II LLC Class C Common Stock 5,000,000 I KDP Holdings III LLC Class C Common Stock 3,107,880 I Plank Family Trust Class C Common Stock 6,250,000 I KDP Holdings IV LLC Class C Common Stock ( 1 ) ( 2 ) 08/03/2016 S( 3 ) 1 D $ 35.34 397 D Class C Common Stock ( 1 ) ( 2 ) 10/26/2016 S( 3 ) 137 D $ 27.66 260 D Class C Common Stock ( 1 ) ( 2 ) 10/27/2016 S( 3 ) 90 D $ 26.25 170 D Class C Common Stock ( 2 ) ( 1 ) 10/28/2016 S( 3 ) 64 D $ 26.28 106 D Class C Common Stock ( 1 ) ( 2 ) 11/09/2016 S( 3 ) 106 D $ 26.05 0 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Plank Kevin A 1020 HULL STREET BALTIMORE, MD21230 X X Exec. Chairman and Brand Chief Signatures /s/ Mehri F. Shadman, Attorney in Fact for Kevin A. Plank 04/01/2020 Signature of Reporting Person Date

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. ( 2 )The totals in Column 5 reflect the number of shares beneficially owned as of the date of filing of this Form 4, taking into account the transactions reported in this Form 4. ( 3 )The transactions with respect to the 398 shares of Class C stock reported in this Form 4 were executed by the reporting person's independent investment advisor in a managed account without the reporting person's knowledge. As reported above, these transactions occurred over a period from mid-to-late 2016.

Remarks: Does not include Class A Common Stock or Class B 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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