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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Convertible | (1) | 01/25/2016(2) | G(3) | 8,231,173 | (1) | (1) | Class B Common Stock | 8,231,173 | $ 0 | 42,969,233 | D | ||||
| Class A Common Convertible | (1) | 01/26/2016(2) | G(4) | 1,991,281 | (1) | (1) | Class B Common Stock | 1,991,281 | $ 0 | 44,960,514 | D | ||||
| Class A Common Convertible | (1) | (1) | (1) | Class B Common Stock | 257,000,000 | 257,000,000 | I | by LLC (5) | |||||||
| Class A Common Convertible | (1) | (1) | (1) | Class B Common Stock | 521,792 | 521,792 | I | by Spouse (6) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KNIGHT PHILIP H ONE BOWERMAN DRIVE BEAVERTON, OR 97005 |
X | X | ||
| By: John F. Coburn III For: Philip H. Knight | 01/27/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date. |
| (2) | Pursuant to Company policy, market transactions in Company stock by officers and directors are permitted only after the second full trading day after the release of quarterly earnings and ending on the last day of the second month of the following fiscal quarter, except pursuant to approved 10b5-1 trading plans. |
| (3) | On January 25, 2016, a disbursement of Class A Common Stock was made by the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III and the Philip H. Knight 2014 Annuity Trust N14-I to the reporting person as follows: (i) 3,687,089 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III to Philip H. Knight; and (ii) 4,544,084 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2014 Annuity Trust N14-I to Philip H. Knight. Each trust is a grantor retained annuity trust ("GRAT"). |
| (4) | On January 26, 2016, a disbursement of 1,991,281 shares of Class A Common Stock was made by the Trustee of the Philip H. Knight 2009 Annuity Trust N3 to the reporting person. The trust is a grantor retained annuity trust ("GRAT") and the disbursement is an annuity payment pursuant to the terms of the GRAT. |
| (5) | Shares are held by Swoosh, LLC, a Delaware limited liability company ("Swoosh"), which is managed by a board of directors consisting of five board seats (the "Swoosh Board"). Pursuant to the Amended and Restated Limited Liability Company Agreement of Swoosh (the "Swoosh Agreement"), two of the five seats on the Swoosh Board are classified as Class X Board Seats and are filled by vote of the Class X Units of Swoosh, all of which are owned by the Reporting Person. The other three Swoosh board seats are held by directors who are self-electing (the "Independent Directors"). The reporting person currently holds one of the Class X Board Seats. At least two Independent Directors and a director holding a Class X Board Seat constitute a quorum at a meeting of the Swoosh Board, and board action requires the approval of a majority of votes cast at a meeting at which a quorum is present. (Footnote continuation in "REMARKS" below) |
| (6) | Shares held directly by spouse, Penelope P. Knight. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| Remarks: (Footnote #5 continuation) The foregoing description of the Swoosh Agreement and the Swoosh Board is qualified in its entirety by reference to the Schedule 13D filed by Swoosh on June 30, 2015, as amended on December 31, 2015. The reporting person disclaims beneficial ownership of all securities held by Swoosh, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. | |