Under Armour, Inc. — Director's Dealing 2016

Aug 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Under Armour, Inc. (UAC)
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 C Common Stock	M	6695	$5.56	Acquired	71460.49	Direct
2016-08-17	Class C Common Stock	S	6695	$37.8667	Disposed	64765.49	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-17	Director Stock Option (Right to Buy)	$5.56	M	6695	Disposed	2017-05-08	Class C Common Stock (6695)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	503	Indirect
Class C Common Stock	503	Indirect
Class C Common Stock	75532	Indirect

Footnotes

F1: Under Armour, Inc. declared a stock dividend pursuant to which holders of Class A Common Stock received on April 7, 2016, one share of Class C Common Stock for each share of Class A Common Stock held by them. On June 29, 2016, Under Armour, Inc. paid a dividend in the form of shares of Class C Common Stock to holders of Class C Common Stock pursuant to the settlement of the shareholder litigation related to the creation of the Class C Common Stock. This stock option was originally 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 and the Class C dividends in 2016. As a result, the option was further adjusted such that it now entitles the Reporting Person to exercise a portion of the option for 6,695 shares of Class C Common Stock, with an exercise price of $5.56 per share.

F2: This transaction was executed in multiple trades at prices ranging from $37.84 to $37.91. 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.