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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) | 04/21/2014(2) | G(3) | 4,722,689 | (1) | (1) | Class B Common Stock | 4,722,689 | $ 0 | 137,999,099 | D | ||||
Class A Common Convertible | (1) | 04/21/2014(2) | G(4) | 4,722,689 | (1) | (1) | Class B Common Stock | 4,722,689 | $ 0 | 133,276,410 | D | ||||
Class A Common Convertible | (1) | (1) | (1) | Class B Common Stock | 260,896 | 260,896 | I | by Spouse (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KNIGHT PHILIP H ONE BOWERMAN DRIVE BEAVERTON, OR 97005 |
X | X |
By: Evan S. Reynolds For: Philiip H. Knight | 04/23/2014 | |
**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 April 21, 2014, a disbursement of Class A Common Stock was made by the Trustee of the Philip H. Knight 2012 Annuity Trust N12-II and the Philip H. Knight 2013 Annuity Trust N13-II to the reporting person as follows: (i) 1,623,911 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2012 Annuity Trust N12-II to Philip H. Knight; and (ii) 3,098,778 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2013 Annuity Trust N13-II to Philip H. Knight. Each trust is a grantor retained annuity trust ("GRAT") and the disbursement is an annuity payment pursuant to the terms of each GRAT. |
(4) | For estate planning purposes, on April 21, 2014, the reporting person contributed 4,722,689 shares of Class A Common Stock to the Philip H. Knight 2014 Annuity Trust N14-II. The Trust is a grantor retained annuity trust. |
(5) | 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. |