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Filing Details

Accession Number:: 0001209191-17-020875
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-03-15 17:53:12
Reporting Period:: 2017-03-13

Filing Date:: 2017-03-15
Accepted Time:: 2017-03-15 17:53:12
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 Ceo	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
Common Stock, Par Value $0.01 Per Share	Acquisiton	2017-03-13	58,576	$26.03	3,770,771	No	4	M	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2017-03-13	31,968	$28.23	3,802,739	No	4	M	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2017-03-13	89,744	$48.30	3,712,995	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2017-03-13	800	$49.03	3,712,195	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2017-03-14	40,524	$26.03	3,752,719	No	4	M	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2017-03-14	202,276	$28.23	3,954,995	No	4	M	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2017-03-14	242,800	$47.16	3,712,195	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	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 $0.01 Per Share	Employee Stock Option (right to buy)	Disposition	2017-03-13	58,576	$0.00	58,576	$26.03
Common Stock, Par Value $0.01 Per Share	Employee Stock Option (right to buy)	Disposition	2017-03-13	31,968	$0.00	31,968	$28.23
Common Stock, Par Value $0.01 Per Share	Employee Stock Option (right to buy)	Disposition	2017-03-14	40,524	$0.00	40,524	$26.03
Common Stock, Par Value $0.01 Per Share	Employee Stock Option (right to buy)	Disposition	2017-03-14	202,276	$0.00	202,276	$28.23

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
76,424	2017-03-16	No	4	M	Direct
268,032	2017-03-21	No	4	M	Direct
35,900	2017-03-16	No	4	M	Direct
65,756	2017-03-21	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	1,439,311	Indirect	By grantor retained annuity trust
Common Stock, Par Value $0.01 Per Share	2,058,748	Indirect	By grantor retained annuity trust
Common Stock, Par Value $0.01 Per Share	3,333,333	Indirect	By grantor retained annuity trust
Common Stock, Par Value $0.01 Per Share	3,333,333	Indirect	By grantor retained annuity trust
Common Stock, Par Value $0.01 Per Share	3,333,334	Indirect	By grantor retained annuity trust

Footnotes

Amount includes 2,568,999 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.
Amount reflects a shift from (i) indirect to direct ownership of 250,250 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust IV, and 118,200 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trust V, which were transferred from the trusts to Mr. Stack on August 30, 2016 to satisfy annual annuity payment obligations, as discussed in other footnotes herein, and (ii) direct to indirect ownership of 10,000,000 shares of Class B Common Stock, which had been held directly by Edward W. Stack and which were transferred into the Edward W. Stack Grantor Retained Annuity Trust VI, Edward W. Stack Grantor Retained Annuity Trust VII and Edward W. Stack Grantor Retained Annuity Trust VIII as reflected on this filing.
Pursuant to a Memorandum of Understanding ("MOU") dated March 2, 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 option in accordance with applicable Dick's Sporting Goods, Inc. policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to the shares underlying these options upon exercise. The net after tax proceeds associated the sale of 31,968 shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU.
Represents the weighted average of multiple sales transactions ranging in price from $48.00 to 48.66. 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.
Represents the weighted average of multiple sales transactions ranging in price from $49.00 to 49.08. 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.
Pursuant to the MOU referenced above, the net after tax proceeds associated with the sale of 85,200 of these shares shall be transferred to Mr. Stack's former spouse in accordance with the terms of the MOU.
Represents the weighted average of multiple sales transactions ranging in price from $46.90 to 47.52. 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.
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.
These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VI.
These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VII.
These shares are held by the Edward W. Stack Grantor Retained Annuity Trust VIII.
Stock option vested 25% per year on the first, second, third and fourth anniversaries of the grant date.