Sec Form 3 Filing - Ford Earl Carlton IV @ Academy Sports & Outdoors, Inc. - 2023-07-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Ford Earl Carlton IV
2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
C/O ACADEMY SPORTS AND OUTDOORS, INC., 1800 NORTH MASON ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2023
(Street)
KATY, TX77449
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 6,171 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
Stock Options (Right to Buy) ( 1 ) $ 26.99 ( 2 ) 03/31/2031 Common Stock 11,368 D
Stock Options (Right to Buy) ( 1 ) $ 39.17 ( 3 ) 03/30/2032 Common Stock 10,173 D
Restricted Stock Units ( 1 ) ( 5 ) ( 4 ) 03/31/2031 Common Stock 1,223 D
Restricted Stock Units ( 1 ) ( 5 ) ( 6 ) 03/30/2032 Common Stock 1,628 D
Restricted Stock Units ( 1 ) ( 5 ) ( 7 ) 03/21/2033 Common Stock 3,865 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ford Earl Carlton IV
C/O ACADEMY SPORTS AND OUTDOORS, INC.
1800 NORTH MASON ROAD
KATY, TX77449
EVP & CFO
Signatures
/s/ Gary Holland, Attorney-in-fact 07/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Granted under the Company's 2020 Omnibus Incentive Plan (the "Plan").
( 2 )These time-based stock options vest in four annual installments beginning on March 31, 2022.
( 3 )These time-based stock options vest in four annual installments beginning on March 30, 2023.
( 4 )On March 31, 2021, the Reporting Person was granted 2,445 performance-based restricted stock units ("PRSUs"). These PRSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria during fiscal 2021 by the Issuer's compensation committee on March 2, 2022, 25% of this grant vested on March 2, 2022, and the remaining 75% vest in three equal annual installments beginning on January 31, 2023.
( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock, par value $0.01 per share ("Common Stock").
( 6 )On March 30, 2022, the Reporting Person was granted 2,125 PRSUs. These PRSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. On March 1, 2023, the Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022 meaning that 1,990 PRSUs were deemed earned. Of this earned amount, 25% of the earned amount of this grant vested on March 1, 2023, and the remaining 75% will vest in three equal annual installments beginning on January 30, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The remaining unearned amount of this grant (i.e., 135 PRSUs) may vest upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of the fourth anniversary of the Vesting Commencement Date (i.e., January 30, 2022).
( 7 )On March 21, 2023, the Reporting Person was granted 3,865 time-based RSUs that vest in three equal installments beginning on the first anniversary of the grant date.

Remarks:
EXHIBIT LIST: EX-24: Power of Attorney Earl Carlton Ford, IV

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