Under Armour, Inc. — Director's Dealing 2016

Apr 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Under Armour, Inc. (UAC)
CIK: 0001336917
Period of Report: 2016-04-26

Reporting Person: HARDY JAMES H JR (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-26	Class C Common Stock	S	32500	$44.147	Disposed	38009.1835	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"). The holdings in column 5 include shares of Class C Common Stock received by the Reporting Person pursuant to the Class C Dividend, including outstanding shares held by the Reporting Person, shares underlying time-based restricted stock units and shares underlying performance-based restricted units previously granted to the Reporting Person which have been earned based on the Company performance but have not yet vested.

F2: Includes shares purchased through the Under Armour, Inc. Employee Stock Purchase Plan.

F3: This transaction was executed in multiple trades at prices ranging from $43.89 to $44.80. 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.