DICK'S SPORTING GOODS, INC. — Director's Dealing 2020

Aug 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICK'S SPORTING GOODS, INC. (DKS)
CIK: 0001089063
Period of Report: 2020-08-26

Reporting Person: STACK EDWARD W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-26	Common Stock, par value $0.01 per share	G	713008	—	Disposed	0	Indirect
2020-08-26	Common Stock, par value $0.01 per share	S	103675	$51.3718	Disposed	10629328	Direct
2020-08-26	Common Stock, par value $0.01 per share	S	109698	$52.19	Disposed	10519630	Direct
2020-08-26	Common Stock, par value $0.01 per share	S	36627	$52.99	Disposed	10483003	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	3758888	Indirect

Footnotes

F1: On May 26, 2010, Mr. Stack contributed shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust V ("GRAT V") for the benefit of his children. Shares have thereafter been transferred annually from the trust to Mr. Stack to satisfy annuity payment obligations. Upon termination of GRAT V on May 26, 2020, the remaining 713,008 shares held by the trust were gifted to the Edward W. Stack Irrevocable Trust, in which Mr. Stack has neither a direct nor indirect beneficial ownership interest.

F2: Pursuant to a currently effective Rule 10b5-1 Plan.

F3: The sales were executed in a series of transactions with a price range of $50.81 to $51.80, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: Amount reflects shifts from indirect to direct ownership of the following shares of Class B Common Stock from the indicated Edward W. Stack Grantor Retained Annuity Trust to Mr. Stack directly to satisfy annual annuity payment obligations: (i) 474,465 shares from GRAT V on May 26, 2020 and (ii) 2,241,112 shares from the Edward W. Stack Grantor Retained Annuity Trust X ("GRAT X") on June 17, 2020.

F5: Amount includes 9,049,087 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.

F6: The sales were executed in a series of transactions with a price range of $51.81 to $52.80, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F7: The sales were executed in a series of transactions with a price range of $52.81 to $53.35, inclusive. The reporting person undertakes to provide to Dick's Sporting Goods, Inc., any security holder of Dick's Sporting Goods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F8: These shares are held by GRAT X.