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: 2016-04-25

Reporting Person: Krongard A B (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-25	Class C Common Stock	M	8400	$4.4313	Acquired	124697.01	Direct
2016-04-25	Class C Common Stock	S	8400	$44.4144	Disposed	116297.01	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-25	Director Stock Option (Right to Buy)	$4.4313	M	8400	Disposed	2016-05-30	Class C Common Stock (8400)	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 and shares underlying deferred stock units previously granted to the Reporting Person.

F2: This stock option was originally reported as an option to purchase 2,100 shares of Under Armour, Inc.'s Class A Common Stock at an exercise price of $35.70, 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, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for 8,400 shares of Class C Common Stock, and the exercise price has been adjusted so that the portion of the option covering the Class A Common Stock now has an exercise price of $4.4937 and the portion of the option covering the Class C Common Stock has an exercise price of $4.4313 per share.

F3: This transaction was executed in multiple trades at prices ranging from $44.35 to $44.53. 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.