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UA > SEC Filings for UA > Form 8-K on 13-Nov-2012All Recent SEC Filings

Show all filings for UNDER ARMOUR, INC.

Form 8-K for UNDER ARMOUR, INC.


13-Nov-2012

Other Events


Item 8.01. Other Events.

On November 12, 2012, Kevin A. Plank, the Chairman of the Board of Directors, Chief Executive Officer and President 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 ten months beginning in February 2013, of up to 1,170,000 shares of the Company's Class B Common Stock held by him personally and up to 130,000 shares of the Company's Class B Common Stock held by his charitable foundation. These sales are being done for asset diversification, tax and estate planning and charitable giving purposes.

Mr. Plank currently beneficially owns 21,300,000 shares of the Company's Class B Common Stock, representing approximately 20.4% of the total shares of Class A and Class B Common Stock outstanding as of October 31, 2012 and approximately 71.9% of the voting power of all shares of Class A and Class B Common Stock outstanding as of October 31, 2012. Shares of Class A Common Stock have one vote and shares of Class B Common Stock have ten votes, and when sold the shares of Class B Common Stock convert to shares of Class A Common Stock. If Mr. Plank completes all the planned sales under this trading plan, he would beneficially own 20,000,000 shares of Class B Common Stock, representing approximately 19.1% of the total shares of Class A and Class B Common Stock outstanding as of October 31, 2012 and approximately 70.3% of the voting power of all shares of Class A and Class B Common Stock outstanding as of October 31, 2012. In calculating the above percentage amounts, the share amounts as of October 31, 2012 have been adjusted to include the sales of Class B Common Stock through November 2, 2012 under Mr. Plank's recently completed 10b5-1 stock trading plan.

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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