lululemon athletica inc. — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: lululemon athletica inc. (lulu)
CIK: 0001397187
Period of Report: 2012-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock	C	15300	—	Acquired	15300	Direct
2012-02-06	Common Stock	S	15300	$65.0019	Disposed	0	Direct
2012-02-07	Common Stock	C	82500	—	Acquired	82500	Direct
2012-02-07	Common Stock	S	82500	$65.0393	Disposed	0	Direct
2012-02-08	Common Stock	C	17500	—	Acquired	17500	Direct
2012-02-08	Common Stock	S	17500	$65.2657	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Exchangeable Shares of Lulu Canadian Holding, Inc.	$	C	15300	Disposed		Common Stock (15300)	Direct
2012-02-07	Exchangeable Shares of Lulu Canadian Holding, Inc.	$	C	82500	Disposed		Common Stock (82500)	Direct
2012-02-08	Exchangeable Shares of Lulu Canadian Holding, Inc.	$	C	17500	Disposed		Common Stock (17500)	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 $65.00 to $65.03, 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 $65.00 to $65.27, 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: Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $65.25 to $65.31, 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.

F7: 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.

F8: Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.

F9: No expiration date.