Edgar Filing: STACK EDWARD W

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STACK EDWARD W

2. Issuer Name and Ticker or Trading Symbol
DICKS SPORTING GOODS INC [DKS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and Chief Exec. Off.

(Last)

(First)

(Middle)

345 COURT STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2012

(Street)

CORAOPOLIS, PA 15108

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	05/18/2012		M		7,200 ⁽¹⁾	A	$ 11.44	8,572,970 ⁽²⁾	D
Common Stock, par value $.01 per share	05/18/2012		S		7,200 ⁽¹⁾	D	$ 46.25	8,565,770 ⁽²⁾	D
Common Stock, par value $.01 per share	05/21/2012		M		492,800 ⁽¹⁾	A	$ 11.44	9,058,570 ⁽²⁾	D
Common Stock, par value $.01 per share	05/21/2012		S		492,800 ⁽¹⁾	D	$ 46.4445 ⁽³⁾	8,565,770 ⁽²⁾	D
Common Stock, par value $.01 per share								1,527,400	I	By trust ⁽⁴⁾ ⁽⁵⁾
Common Stock, par value $.01 per share								1,910,490	I	By trust ⁽⁴⁾ ⁽⁶⁾
Common Stock, par value $.01 per share								2,211,930	I	By trust ⁽⁴⁾ ⁽⁷⁾
Common Stock, par value $.01 per share								2,336,480	I	By trust ⁽⁴⁾ ⁽⁸⁾
Common Stock, par value $.01 per share								2,421,118	I	By trust ⁽⁴⁾ ⁽⁹⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 11.44

05/18/2012

7,200 ⁽¹⁾

10/21/2007

10/21/2013

Common Stock, par value $.01 per share

7,200

$ 0

3,688,800

Stock Option (Right to Buy)

$ 11.44

05/21/2012

492,800 ⁽¹⁾

10/21/2007

10/21/2013

Common Stock, par value $.01 per share

492,800

$ 0

3,196,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA 15108	X	X	Chairman and Chief Exec. Off.

Signatures

/s/ Edward W. Stack		05/22/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to a Memorandum of Understanding ("MOU") dated the 2nd day of March, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock options in accordance with the Company's applicable policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised. One-half of the net after tax proceeds associated with the exercise and sale of shares underlying the vested stock option have been transferred in accordance with the terms of the MOU.
(2)	Amount includes 8,212,665 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock.
(3)	Represents the weighted average of multiple sales transactions ranging in price from $46.25-$46.8225. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.
(4)	Represents shares of Class B Common Stock.
(5)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust I.
(6)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II.
(7)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III.
(8)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
(9)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.

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