NIKE, Inc. — Director's Dealing 2016

Jul 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NIKE INC (NKE)
CIK: 0000320187
Period of Report: 2016-06-29

Reporting Person: KNIGHT PHILIP H (Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-29	Class B Common Stock	C	24000000	—	Acquired	24030960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-29	Class A Common Convertible	$	C	24000000	Disposed		Class B Common Stock (24000000.0)	Direct
2016-06-30	Class A Common Convertible	$	J	257000000	Disposed		Class B Common Stock (257000000.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Convertible	$		Class B Common Stock (521792.0)	521792	Indirect

Footnotes

F1: Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date.

F2: On June 30, 2016, the reporting person sold in a private transaction all of the voting units (the "Class X Units") of Swoosh, LLC, a Delaware limited liability company ("Swoosh"), representing a 10% equity interest in Swoosh. The consideration received for the Class X Units consisted of assets valued at $1,203,170,000. Pursuant to Swoosh's limited liability company agreement (the "Swoosh Agreement"), Swoosh is managed by a board of directors consisting of five board seats (the "Swoosh Board"). Two of the five seats on the Swoosh Board are classified as Class X Board Seats and are filled by vote of the Class X Units. The other three Swoosh Board seats are held by directors who are self-electing (the "Independent Directors"). At least two Independent Directors and a director holding a Class X Board Seat constitute a quorum at a meeting of the Swoosh Board, and board action requires the approval of a majority of votes cast at a meeting at which a quorum is present.

F3: The foregoing description of the Swoosh Agreement and the Swoosh Board is qualified in its entirety by reference to the Schedule 13D filed by Swoosh on June 30, 2015, as amended on December 31, 2015 and July 1, 2016. The reporting person disclaims beneficial ownership of all securities held by Swoosh, and this report shall not be deemed an admission that the reporting person is, or has been, the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: Shares held directly by spouse, Penelope P. Knight. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.