DICK'S SPORTING GOODS, INC. — Director's Dealing 2019

Feb 14, 2019

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: DICKS SPORTING GOODS INC (DKS)
CIK: 0001089063
Period of Report: 2019-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-09	Common Stock, par value $0.01 per share	G	182832	$0.00	Disposed	4379032	Direct
2018-12-27	Common Stock, par value $0.01 per share	G	1220	$0.00	Disposed	4377812	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1547748	Indirect
Common Stock, par value $0.01 per share	950333	Indirect
Common Stock, par value $0.01 per share	1737833	Indirect
Common Stock, par value $0.01 per share	2199834	Indirect
Common Stock, par value $0.01 per share	5455999	Indirect

Footnotes

F1: Reflects a transfer for no value to Mr. Stack's former spouse. Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack's former spouse was entitled to receive, upon her request, the economic benefit with respect to certain stock options that were previously exercised for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event) in accordance with the terms of applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU.

F2: Amount reflects a shift from indirect to direct ownership of the following shares of Class B Common Stock held by the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly, on June 11, 2018 to satisfy annual annuity payment obligations (i) 290,000 shares from the Edward W. Stack Grantor Retained Annuity Trust V, (ii) 1,345,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VI, (iii) 900,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VII, (iv) 640,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VIII.

F3: Amount includes 3,175,000 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.

F4: Reflects a gift transfer of 244 shares to each of Mr. Stack's five children.

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

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

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

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

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