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

Mar 10, 2020

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: DICK'S SPORTING GOODS, INC. (DKS)
CIK: 0001089063
Period of Report: 2020-02-01

Reporting Person: STACK EDWARD W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-22	Common Stock, par value $0.01 per share	G	1545764	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	5440484	Direct
Common Stock, par value $0.01 per share	1187473	Indirect
Common Stock, par value $0.01 per share	719833	Indirect
Common Stock, par value $0.01 per share	1480834	Indirect
Common Stock, par value $0.01 per share	6000000	Indirect

Footnotes

F1: On November 22, 2017, Mr. Stack contributed shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust IX for the benefit of his children. Thereafter, shares have been transferred annually from the trust to Mr. Stack to satisfy annuity payment obligations, including 2,140,135 shares transferred from the trust to Mr. Stack on November 22, 2019 (as reflected herein). Upon termination of the Grantor Retained Annuity Trust on November 22, 2019, the remaining 1,545,764 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: 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) on April 5, 2019, 950,333 shares from the Edward W. Stack Grantor Retained Annuity Trust VI (final annuity payment), 1,018,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VII, and 719,000 shares from the Edward W. Stack Grantor Retained Annuity Trust VIII, (ii) on May 28, 2019, 360,275 shares from the Edward W. Stack Grantor Retained Annuity Trust V, and (iii) on November 22, 2019, 2,140,135 shares from the Edward W. Stack Grantor Retained Annuity Trust IX (final annuity payment). Amount also reflects a subsequent shift from direct to indirect ownership of 6,000,000 shares of Class B Common Stock from Edward W. Stack into the Edward W. Stack Grantor Retained Annuity Trust X on June 13, 2019, as reflected in this filing.

F3: Amount includes 4,132,843 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: These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.

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

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

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