Under Armour, Inc. — Director's Dealing 2016

Aug 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Under Armour, Inc. (UA)
CIK: 0001336917
Period of Report: 2016-08-17

Reporting Person: COLTHARP DOUGLAS E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-17	Class A Common Stock	M	900	$5.6795	Acquired	61720.24	Direct
2016-08-17	Class A Common Stock	S	900	$41.75	Disposed	60820.24	Direct
2016-08-18	Class A Common Stock	M	5748	$5.6795	Acquired	66568.24	Direct
2016-08-18	Class A Common Stock	S	5748	$41.786	Disposed	60820.24	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-17	Director Stock Option (Right to Buy)	$5.6795	M	900	Disposed	2017-05-08	Class A Common Stock (900)	Direct
2016-08-18	Director Stock Option (Right to Buy)	$5.6795	M	5748	Disposed	2017-05-08	Class A Common Stock (5748)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	500	Indirect
Class A Common Stock	500	Indirect
Class A Common Stock	75000	Indirect

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 1,662 shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $45.12, and was later adjusted for two separate two-for-one stock splits completed in 2012 and 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 $5.6795 and the portion of the option covering the Class C Common Stock has an exercise price of $5.56 per share.

F2: This transaction was executed in multiple trades at prices ranging from $41.75 to $41.86. 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.