Form 4 Under Armour, Inc. For: Jan 22 Filed by: COLTHARP DOUGLAS E

January 23, 2019 4:15 PM
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
COLTHARP DOUGLAS E

(Last) (First) (Middle)
1020 HULL STREET

(Street)
BALTIMORE MD 21230

(City) (State) (Zip)
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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/22/2019 M 12,330 A $ 3.02 112,282.32 D
Class C Common Stock 01/22/2019 F (2) 2,003 D $ 18.59 110,279.32 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $ 3.02 01/22/2019 M 12,330 05/05/2009 05/04/2019 Class C Common Stock 12,330 $ 0 0 D
Explanation of Responses:
1. This stock option was originally reported as an option to purchase 3,061 shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $24.50, and was later adjusted for two separate two-for-one stock splits completed in 2012 and 2014. As a result of the Class C Dividend, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for 12,330 shares of Class C Common Stock, and the exercise price has been adjusted so that the portion of the option covering the Class A Common Stock now has an exercise price of $3.0839 and the portion of the option covering the Class C Common Stock has an exercise price of $3.02 per share.
2. Represents shares withheld to cover the exercise price of the options exercised.
Remarks:
Does not include Class A Common Stock held by the Reporting Person.
/s/ Mehri F. Shadman, Attorney in Fact for: Douglas E. Coltharp 01/23/2019
** Signature of Reporting Person Date
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).
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