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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ennis William S.
(Last) (First) (Middle)
C/O ACADEMY SPORTS AND OUTDOORS, INC.
1800 NORTH MASON ROAD
(Street)
KATY TX 77449
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & CHRO
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/31/2021 M 119,047 A $0 225,958 D
Common Stock 03/31/2021 M 119,047 A $0 345,005 D
Common Stock 03/31/2021 S 237,799(1) D $25.5(2) 107,206 D
Common Stock 03/31/2021 S 295(1) D $26.49(3) 106,911 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $5.23 03/31/2021 M 119,047 (4) 08/30/2021 Common Stock 119,047 $0 0 D
Stock Options (Right to Buy) $5.23 03/31/2021 M 119,047 (5) 08/30/2021 Common Stock 119,047 $0 0 D
Restricted Stock Units(6) (7) 03/31/2021 A 7,336 (8) 03/31/2031 Common Stock 7,336(8) $0 7,336 D
Stock Options (Right to Buy)(6) $26.99 03/31/2021 A 34,105 (9) 03/31/2031 Common Stock 34,105 $0 34,105 D
Explanation of Responses:
1. Sale of shares to cover the cost of exercise, withholding tax obligations, and pay broker feeds and commissions, arising from the stock option exercise reported above and the sale of 100% of the net shares acquired from this exercise.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.25 to $26.18, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $26.37 to $26.60, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. These time-based options are fully vested.
5. These performance-based options are fully vested.
6. Granted under the Company's 2020 Omnibus Incentive Plan.
7. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock, par value $0.01 per share ("Common Stock").
8. On March 31, 2021, the Reporting Person was granted 7,336 performance-based restricted stock units. These performance-based restricted stock units vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. The number of shares of Common Stock that the Reporting Person may be entitled to receive upon vesting, if any, may vary from 0% to 100% of the number shown above based on the Issuer's achievement of certain performance criteria for fiscal 2021, and will vest in four equal annual installments beginning on the date of certification by the Issuer's compensation committee and thereafter on or after the second, third and fourth anniversaries of the Vesting Commencement Date (i.e., January 31, 2021), or upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of the fourth anniversary of the Vesting Commencement Date.
9. These time-based options vest in four equal installments beginning on first anniversary of the grant date.
Remarks:
Exhibit List: Ex-24: Power of Attorney William S. Ennis
/s/ Gary Holland, Attorney-in-fact 04/02/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Know all by these presents that the undersigned, does hereby make,constitute and appoint each of Rene Casares, Sarah Green, Janet Morrow and Gary Holland, or any one of them, as a true and lawful attorney-in-fact for the undersigned with full powers of substitution and revocation, for an in the name, place and stead of the undersigned (in the undersigned's individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Academy Sports and Outdoors, Inc. (the "Company") (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto) and (ii) in connection with any applications for EDGAR access code or any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or her ownership of or transactions in securities of the Company, unless earlier revoked in writing. The undersigned acknowledges that Rene Casares, Sarah Green, Janet Morrow and Gary Holland are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

By: /s/ William S. Ennis
---------------------
Name: William S. Ennis
Date: March 16, 2021