NIKE, Inc. — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NIKE INC (NKE)
CIK: 0000320187
Period of Report: 2016-01-25

Reporting Person: KNIGHT PHILIP H (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-25	Class A Common Convertible	$	G	8231173.0	Acquired		Class B Common Stock (8231173)	Direct
2016-01-26	Class A Common Convertible	$	G	1991281.0	Acquired		Class B Common Stock (1991281)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	30960	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Convertible	$		Class B Common Stock (257000000)	257000000	Indirect
Class A Common Convertible	$		Class B Common Stock (521792)	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: Pursuant to Company policy, market transactions in Company stock by officers and directors are permitted only after the second full trading day after the release of quarterly earnings and ending on the last day of the second month of the following fiscal quarter, except pursuant to approved 10b5-1 trading plans.

F3: On January 25, 2016, a disbursement of Class A Common Stock was made by the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III and the Philip H. Knight 2014 Annuity Trust N14-I to the reporting person as follows: (i) 3,687,089 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III to Philip H. Knight; and (ii) 4,544,084 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2014 Annuity Trust N14-I to Philip H. Knight. Each trust is a grantor retained annuity trust ("GRAT").

F4: On January 26, 2016, a disbursement of 1,991,281 shares of Class A Common Stock was made by the Trustee of the Philip H. Knight 2009 Annuity Trust N3 to the reporting person. The trust is a grantor retained annuity trust ("GRAT") and the disbursement is an annuity payment pursuant to the terms of the GRAT.

F5: Shares are held by Swoosh, LLC, a Delaware limited liability company ("Swoosh"), which is managed by a board of directors consisting of five board seats (the "Swoosh Board"). Pursuant to the Amended and Restated Limited Liability Company Agreement of Swoosh (the "Swoosh Agreement"), 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 of Swoosh, all of which are owned by the Reporting Person. The other three Swoosh board seats are held by directors who are self-electing (the "Independent Directors"). The reporting person currently holds one of the Class X Board Seats. 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. (Footnote continuation in "REMARKS" below)

F6: 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.