Hibbett (HIBB) Form 4 HIBBETT SPORTS / CATHY E PRYOR ownership change

SEC Form 4

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^*

PRYOR CATHY E

(Last) (First) (Middle)

2700 MILAN COURT

(Street)

BIRMINGHAM AL 35211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HIBBETT SPORTS INC [ HIBB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Former Senior VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share(1)	04/01/2020		M		1,725	A	$0(5)	2,171	D
Common Stock, par value $0.01 per share	04/01/2020		F		524	D	$0	1,647	D
Common Stock, par value $0.01 per share(1)	04/01/2020		M		3,175	A	$0(5)	4,822	D
Common Stock, par value $0.01 per share	04/01/2020		F		964	D	$0	3,858	D
Common Stock, par value $0.01 per share(2)	04/01/2020		M		1,774	A	$0(5)	5,632	D
Common Stock, par value $0.01 per share	04/01/2020		F		539	D	$0	5,093	D
Common Stock, par value $0.01 per share(3)	04/01/2020		M		2,245	A	$0(5)	7,338	D
Common Stock, par value $0.01 per share	04/01/2020		F		682	D	$0	6,656	D
Common Stock, par value $0.01 per share(4)	04/01/2020		M		4,857	A	$0(5)	11,513	D
Common Stock, par value $0.01 per share	04/01/2020		F		1,475	D	$0	10,038	D

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 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 Unit(1)	$0	04/01/2020		M			1,725	04/01/2020	(1)	Common Stock	1,725	$0	0	D
Restricted Stock Unit(1)	$0	04/01/2020		M			3,175	04/01/2020	(1)	Common Stock	3,175	$0	0	D
Restricted Stock Unit(3)	$0	04/01/2020		M			2,245	04/01/2020	(3)	Common Stock	2,245	$0	0	D
Restricted Stock Unit(4)	$0	04/01/2020		M			4,857	04/01/2020	(4)	Common Stock	4,857	$0	0	D
Restricted Stock Unit(2)	$0	04/01/2020		M			1,774	04/01/2020	(2)	Common Stock	1,774	$0	0	D

Explanation of Responses:

1. Performance-based restricted stock units awarded under Amended 2015 Equity Incentive Plan and certified as achieved by Issuer's Compensation Committee. These shares do not expire but were subject to a three-year service period which was achieved.

2. Service-based restricted stock units awarded under Amended 2015 Equity Incentive Plan. Units convert to common stock equally on the first, second and third anniversaries of the date of grant of 3/27/2018. These shares do not expire.

3. Service-based restricted stock units awarded under Amended 2015 Equity Incentive Plan. Units convert to common stock equally on the first, second and third anniversaries of the date of grant of 3/21/2019. These shares do not expire.

4. Service-based restricted stock units awarded under Amended 2015 Equity Incentive Plan. Units convert to common stock equally on the first and second anniversaries of the date of grant of 5/6/2019. These shares do not expire.

5. Each restricted stock unit is the economic equivalent of one share of Issuer's common stock. The reporting person has settled the RSUs for stock.

	/s/ Cathy Pryor	04/02/2020
	** 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).
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