lululemon athletica inc. — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: lululemon athletica inc. (lulu)
CIK: 0001397187
Period of Report: 2012-02-24

Reporting Person: Wilson Dennis J. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock	C	19500	—	Acquired	19901	Direct
2012-02-24	Common Stock	S	19406	$67.3434	Disposed	495	Direct
2012-02-24	Common Stock	S	94	$66.57	Disposed	401	Direct
2012-02-27	Common Stock	C	25000	—	Acquired	25401	Direct
2012-02-27	Common Stock	S	25000	$67.4465	Disposed	401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Exchangeable Shares of Lulu Canadian Holding, Inc.	$	C	19500	Disposed		Common Stock (19500)	Direct
2012-02-27	Exchangeable Shares of Lulu Canadian Holding, Inc.	$	C	25000	Disposed		Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10328858	Indirect

Footnotes

F1: Shares obtained on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under 16b-6b.

F2: 1 to 1 exchange ratio.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 14, 2010.

F4: Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $67.3050 to $67.5150, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F5: Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $67.25 to $67.52, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F6: Shares surrendered on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under Rule 16b-6b.

F7: Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.

F8: No expiration date.