SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Ford Earl Carlton IV

(Last) (First) (Middle)
C/O ACADEMY SPORTS AND OUTDOORS, INC.
1800 NORTH MASON ROAD

(Street)
KATY TX 77449

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2023
3. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,171 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)(1) (2) 03/31/2031 Common Stock 11,368 26.99 D
Stock Options (Right to Buy)(1) (3) 03/30/2032 Common Stock 10,173 39.17 D
Restricted Stock Units(1) (4) 03/31/2031 Common Stock 1,223 (5) D
Restricted Stock Units(1) (6) 03/30/2032 Common Stock 1,628 (5) D
Restricted Stock Units(1) (7) 03/21/2033 Common Stock 3,865 (5) D
Explanation of Responses:
1. Granted under the Company's 2020 Omnibus Incentive Plan (the "Plan").
2. These time-based stock options vest in four annual installments beginning on March 31, 2022.
3. These time-based stock options vest in four annual installments beginning on March 30, 2023.
4. On March 31, 2021, the Reporting Person was granted 2,445 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. Following certification of achievement of the performance criteria during fiscal 2021 by the Issuer's compensation committee on March 2, 2022, 25% of this grant vested on March 2, 2022, and the remaining 75% vest in three equal annual installments beginning on January 31, 2023.
5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock, par value $0.01 per share ("Common Stock").
6. On March 30, 2022, the Reporting Person was granted 2,125 PRSUs. These PRSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. On March 1, 2023, the Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022 meaning that 1,990 PRSUs were deemed earned. Of this earned amount, 25% of the earned amount of this grant vested on March 1, 2023, and the remaining 75% will vest in three equal annual installments beginning on January 30, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The remaining unearned amount of this grant (i.e., 135 PRSUs) may vest 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 (i.e., January 30, 2022).
7. On March 21, 2023, the Reporting Person was granted 3,865 time-based RSUs that vest in three equal installments beginning on the first anniversary of the grant date.
Remarks:
EXHIBIT LIST: EX-24: Power of Attorney Earl Carlton Ford, IV
/s/ Gary Holland, Attorney-in-fact 07/12/2023
** 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 5 (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.
POWER OF ATTORNEY
Know all by these presents that the undersigned, does hereby make, constitute and appoint each of Rene Casares, Sarah Green, Gary Holland and Janet Morrow, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and 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 codes 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, Gary Holland and Janet Morrow 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/ Earl Carlton Ford IV
Name: EARL CARLTON FORD IV
Date: 7/3/2023
Exhibit 24