Under Armour, Inc. — Director's Dealing 2016

Apr 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Under Armour, Inc. (UA)
CIK: 0001336917
Period of Report: 2016-04-25

Reporting Person: MIRCHIN MATTHEW C (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-25	Class A Common Stock	M	15000	$3.5761	Acquired	72261	Direct
2016-04-25	Class A Common Stock	S	26377	$46.4338	Disposed	45884	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-25	Employee Stock Option (Right to Buy)	$3.5761	M	15000	Disposed	2020-03-09	Class A Common Stock (15000)	Direct

Footnotes

F1: Under Armour, Inc. declared a stock dividend pursuant to which all holders of Class A Common Stock on March 28, 2016, the record date for the dividend, received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). This stock option was previously reported as an option to purchase shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $14.21, and was later adjusted for a two-for-one stock split completed in 2014. As a result of the Class C Dividend, this option became exercisable for shares of Class C Common Stock as well. The exercise price of this option has been adjusted so that the portion of the option covering the Class A Common Stock now has an exercise price of $3.5761 and the portion of the option covering the Class C Common Stock has an exercise price of $3.5264 per share.

F2: On March 9, 2010, the reporting person was granted an option to purchase shares of Common Stock, with vesting based on the Company achieving a certain combined operating income for 2011 and 2012. The Company achieved this vesting condition. The award vested in equal annual installments and was fully vested as of February 15, 2015.

F3: This transaction was executed in multiple trades at prices ranging from $46.26 to $46.65. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.