Under Armour (UA) CEO Plank Enters Stock Trading Plan

September 2, 2016 9:44 AM EDT

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Under Armour (NYSE: UA) disclosed the following in a U.S. SEC filing on Friday:

Item 8.01. Other Events.

On August 31, 2016, Kevin A. Plank, the Chairman of the Board of Directors and Chief Executive Officer of Under Armour, Inc. (the “Company”), entered into a pre-arranged stock trading plan to sell shares of the Company’s Common Stock. The trading plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

The trading plan entered into by Mr. Plank provides for the sale, over a period of approximately nine months beginning in October 2016, of up to 1,875,000 shares of the Company’s Class C Common Stock held by Mr. Plank personally and up to 200,000 shares of the Company’s Class C Common Stock held by his charitable foundation. The sales under the trading plan are being done for asset diversification, tax and estate planning and charitable giving purposes.

Mr. Plank currently beneficially owns 34,450,000 shares of the Company’s Class B Common Stock, 135,020 shares of the Company’s Class A Common Stock and 33,823,404 shares of the Company’s Class C Common Stock. This represents approximately 15.6% of the total shares of Class A, Class B and Class C Common Stock outstanding as of June 30, 2016. If Mr. Plank completes all the planned sales under this trading plan, he would beneficially own approximately 15.2% of the total shares of Class A, Class B and Class C Common Stock outstanding as of June 30, 2016. Shares of Class A Common Stock have one vote and shares of Class B Common Stock have ten votes. Shares of Class C Common Stock have no voting rights (except in limited circumstances). Mr. Plank beneficially owns approximately 15.9% of the Class A and Class B Common Stock outstanding as of June 30, 2016, representing approximately 65.3% of the combined voting power of the Company’s outstanding shares as of June 30, 2016.

In accordance with Rule 10b5-1, officers and directors of a public company may adopt a plan for selling stock of the public company. The plan may be entered into only when the officer or director is not in possession of material, non-public information about the company. The stock transactions under this plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.



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