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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/31/2022 | M | 1,273 | A | (1) | 452,923 | D | |||
Common Stock | 03/31/2022 | F | 441 | D | $39.17 | 452,482 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units(2) | (3) | 03/30/2022 | A | 63,760 | (4) | 03/30/2032 | Common Stock | 63,760 | $0 | 63,760 | D | ||||
Stock Options (Right to Buy)(2) | $39.17 | 03/30/2022 | A | 308,415 | (5) | 03/30/2032 | Common Stock | 308,415 | $0 | 308,415 | D | ||||
Restricted Stock Units(2) | (1) | 03/31/2022 | M | 1,273 | (6) | 03/31/2031 | Common Stock | 1,273 | $0 | 43,304 | D |
Explanation of Responses: |
1. Restricted stock units convert into common stock on a one-for-one basis. |
2. Granted under the Company's 2020 Omnibus Incentive Plan. |
3. Each restricted stock unit represents a contingent right upon vesting to receive one share of Issuer common stock, par value $0.01 per share ("Common Stock"). |
4. On March 30, 2022, the Reporting Person was granted 63,760 performance-based restricted stock units (PRSUs). These PRSUs 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 2022. Upon certification by the Issuer's compensation committee, 1/48 of the total PRSUs granted will vest for every monthly anniversary since the Vesting Commencement Date (i.e., January 30, 2022), and thereafter on each monthly anniversary of the Vesting Commencement Date, 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. |
5. These time-based options vest in 48 equal monthly installments beginning on first anniversary of the grant date. |
6. On March 31, 2021, the Reporting Person was granted 61,133 PRSUs. These PRSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria during fiscal 2021 by the Issuer's compensation committee on March 2, 2022, 1/48 of the total PRSUs granted will vest for every monthly anniversary since the Vesting Commencement Date (i.e., January 31, 2021), and thereafter on each monthly anniversary of the Vesting Commencement Date. |
Remarks: |
/s/ Gary Holland, Attorney-in-fact | 04/01/2022 | |
** 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. |