DICK'S SPORTING GOODS, INC. — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICKS SPORTING GOODS INC (DKS)
CIK: 0001089063
Period of Report: 2012-06-29

Reporting Person: STACK EDWARD W (Director, Chairman and Chief Exec. Off., 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock, par value $.01 per share	M	500000	$11.44	Acquired	10864111	Direct
2012-06-29	Common Stock, par value $.01 per share	S	500000	$48.2065	Disposed	10364111	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Stock Option (Right to Buy)	$11.44	M	500000	Disposed	2013-10-21	Common Stock, par value $.01 per share (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	1404062	Indirect
Common Stock, par value $.01 per share	1970436	Indirect
Common Stock, par value $.01 per share	2204461	Indirect
Common Stock, par value $.01 per share	2366248	Indirect

Footnotes

F1: Pursuant to a Memorandum of Understanding ("MOU") dated the 2nd day of March, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock options in accordance with the Company's applicable policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised. One-half of the net after tax proceeds associated with the exercise and sale of shares underlying the vested stock option has been transferred in accordance with the terms of the MOU.

F2: Amount includes 10,011,006 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock.

F3: Represents the weighted average of multiple sales transactions ranging in price from $48.005-$48.57. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.

F4: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II.

F5: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III.

F6: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.

F7: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.