Pryor Cathy E 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)
Senior VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2019

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)	03/18/2019		M		2,650	A	$0(2)	12,221	D
Common Stock, par value $0.01 per share	03/18/2019		F		783	D	$0	11,438	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	03/18/2019		M			2,650	03/18/2019	(1)	Common Stock	2,650	$0	0	D
Restricted Stock Unit(3)	$0	03/20/2019		A		3,120		03/27/2021	(3)	Common Stock	3,120	$0	3,120	D

Explanation of Responses:

1. Performance-based RSU award under Amended 2005 Equity Incentive Plan. Performance certified achieved by Issuer's Compensation Committee. Units convert to common stock on the fifth anniversary of the date of grant of 3/18/2014. These shares do not expire.

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

3. Performance-based RSU award under Amended 2015 Equity Incentive Plan. Performance certified achieved by Issuer's Compensation Committee on 3/20/2019. Units convert to common stock on the third anniversary of the date of grant 3/27/2018. These shares do not expire; however they will be forfeited if the service criteria is not met.

	/s/ Cathy E. Pryor	03/20/2019
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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