DICK'S SPORTING GOODS, INC. — Director's Dealing 2017

Mar 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICKS SPORTING GOODS INC (DKS)
CIK: 0001089063
Period of Report: 2017-03-13

Reporting Person: STACK EDWARD W (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-13	Common Stock, par value $0.01 per share	M	58576	$26.03	Acquired	3770771	Direct
2017-03-13	Common Stock, par value $0.01 per share	M	31968	$28.23	Acquired	3802739	Direct
2017-03-13	Common Stock, par value $0.01 per share	S	89744	$48.2954	Disposed	3712995	Direct
2017-03-13	Common Stock, par value $0.01 per share	S	800	$49.0306	Disposed	3712195	Direct
2017-03-14	Common Stock, par value $0.01 per share	M	40524	$26.03	Acquired	3752719	Direct
2017-03-14	Common Stock, par value $0.01 per share	M	202276	$28.23	Acquired	3954995	Direct
2017-03-14	Common Stock, par value $0.01 per share	S	242800	$47.1587	Disposed	3712195	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-13	Employee Stock Option (right to buy)	$26.03	M	58576	Disposed	2017-03-16	Common Stock, par value $0.01 per share (58576)	Direct
2017-03-13	Employee Stock Option (right to buy)	$28.23	M	31968	Disposed	2017-03-21	Common Stock, par value $0.01 per share (31968)	Direct
2017-03-14	Employee Stock Option (right to buy)	$26.03	M	40524	Disposed	2017-03-16	Common Stock, par value $0.01 per share (40524)	Direct
2017-03-14	Employee Stock Option (right to buy)	$28.23	M	202276	Disposed	2017-03-21	Common Stock, par value $0.01 per share (202276)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1439311	Indirect
Common Stock, par value $0.01 per share	2058748	Indirect
Common Stock, par value $0.01 per share	3333333	Indirect
Common Stock, par value $0.01 per share	3333333	Indirect
Common Stock, par value $0.01 per share	3333334	Indirect

Footnotes

F1: Amount includes 2,568,999 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.

F2: Amount reflects a shift from (i) indirect to direct ownership of 250,250 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, and 118,200 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust V, which were transferred from the trusts to Mr. Stack on August 30, 2016 to satisfy annual annuity payment obligations, as discussed in other footnotes herein, and (ii) direct to indirect ownership of 10,000,000 shares of Class B Common Stock, which had been held directly by Edward W. Stack and which were transferred into the Edward W. Stack Grantor Retained Annuity Trust VI, Edward W. Stack Grantor Retained Annuity Trust VII and Edward W. Stack Grantor Retained Annuity Trust VIII as reflected on this filing.

F3: Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 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 option in accordance with applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to the shares underlying these options upon exercise. The net after tax proceeds associated the sale of 31,968 shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU.

F4: Represents the weighted average of multiple sales transactions ranging in price from $48.00 to 48.66. Mr. Stack 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.

F5: Represents the weighted average of multiple sales transactions ranging in price from $49.00 to 49.08. Mr. Stack 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.

F6: Pursuant to the MOU referenced above, the net after tax proceeds associated with the sale of 85,200 of these shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU.

F7: Represents the weighted average of multiple sales transactions ranging in price from $46.90 to 47.52. Mr. Stack 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.

F8: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.

F9: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.

F10: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.

F11: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.

F12: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.

F13: Stock option vested 25% per year on the first, second, third and fourth anniversaries of the grant date.