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Filing Details

Accession Number:: 0001181431-13-060346
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-22 16:27:18
Reporting Period:: 2013-11-20

Filing Date:: 2013-11-22
Accepted Time:: 2013-11-22 16:27:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1089063	Dicks Sporting Goods Inc	DKS	Retail-Miscellaneous Shopping Goods Stores (5940)	161241537

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1198911	W Edward Stack	345 Court Street Coraopolis PA 15108	Chairman And Chief Exec. Off.	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $.01 Per Share	Disposition	2013-05-28	892,201	$0.00	0	No	4	G	Indirect	By grantor retained annuity trust
Common Stock, Par Value $.01 Per Share	Disposition	2013-09-13	6,047	$0.00	11,215,370	No	4	G	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2013-11-20	106,700	$12.63	11,322,070	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2013-11-20	106,700	$55.08	11,215,370	No	4	S	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2013-11-21	37,300	$12.63	11,252,670	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2013-11-21	37,300	$54.93	11,215,370	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	G	Indirect	By grantor retained annuity trust
No	4	G	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $.01 Per Share	Stock Option (Right to Buy)	Disposition	2013-11-20	106,700	$0.00	106,700	$12.63
Common Stock, Par Value $.01 Per Share	Stock Option (Right to Buy)	Disposition	2013-11-21	37,300	$0.00	37,300	$12.63

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
37,300	2008-01-21	2014-01-21	No	4	M	Direct
0	2008-01-21	2014-01-21	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $.01 Per Share	1,770,332	Indirect	By trust
Common Stock, Par Value $.01 Per Share	2,133,161	Indirect	By trust
Common Stock, Par Value $.01 Per Share	2,366,248	Indirect	By trust

Footnotes

On May 26, 2010, Mr. Stack contributed 2,525,000 shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust II for the benefit of himself and his children. Thereafter, 614,510 shares were transferred from the trust to Mr. Stack on September 7, 2011 (as reflected on Form 4 filed March 21, 2012), 506,428 shares were transferred from the trust to Mr. Stack on May 29, 2012 (as reflected on Form 4 filed May 31, 2012) and 511,861 shares were transferred from the trust to Mr. Stack on May 28, 2013 (as reflected herein) to satisfy required annuity payments, which shares are currently reported as being directly owned. Upon termination of the grantor retained annuity trust on May 28, 2013, the remaining 892,201 shares were transferred to the Edward W. Stack Irrevocable Trust, in which Mr. Stack has neither a direct nor indirect beneficial ownership interest.
This transaction involved a gift of shares of Class B Common Stock to the Denise Trust TTEE U/A DTD 7/23/09 Edward W. Stack Trust for children, in which Mr. Stack has neither a direct nor indirect beneficial interest.
Amount includes 10,788,224 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock.
Amounts reflect a shift from indirect to direct ownership of 783,265 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trusts referenced in footnotes 1, 7 and 9, which were transferred to Mr. Stack on May 28, 2013 to satisfy annuity payment obligations under certain of the Grantor Retained Annuity Trusts.
Pursuant to a Memorandum of Understanding ("MOU") dated the 2nd day of March, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock options in accordance with the Company's applicable policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised. One-half of the net after tax proceeds associated with the exercise and sale of shares underlying the vested stock option has been transferred in accordance with the terms of the MOU.
Represents the weighted average of multiple sales transactions ranging in price from $55.00-$55.23 for the November 20th transaction, and $54.76-$55.09 for the November 21st transaction, respectively. Mr. Stack agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.
Amount reflects a shift from indirect to direct ownership of 200,104 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust III, which were transferred to Mr. Stack on May 28, 2013 to satisfy annual annuity payment obligations, as discussed in Footnote 4 above.
These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III.
Amount reflects a shift from indirect to direct ownership of 71,300 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, which were transferred from the trust to Mr. Stack on May 28, 2013 to satisfy annual annuity payment obligations, as discussed in Footnot 4 above.
These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.