Wilson Dennis J. Form 4 lululemon athletica / Dennis J. Wilson 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^*

Wilson Dennis J.

(Last) (First) (Middle)

21 WATER STREET, SUITE 600

(Street)

VANCOUVER A1 V6B 1A1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
lululemon athletica inc. [ LULU ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2019

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								3,852	D
Common Stock	01/09/2019		S		292,107	D	$135.99(1)	7,286,751	I	By LIPO Investments (USA) Inc.
Common Stock	01/09/2019		S		552,555	D	$136.81(2)	6,734,196	I	By LIPO Investments (USA) Inc.
Common Stock	01/09/2019		S		2,338	D	$137.5	6,731,858	I	By LIPO Investments (USA) Inc.
Common Stock	01/10/2019		S		198,974	D	$130.76(3)	6,532,884	I	By LIPO Investments (USA) Inc.
Common Stock	01/10/2019		S		769,194	D	$131.38(4)	5,763,690	I	By LIPO Investments (USA) Inc.
Common Stock	01/10/2019		S		31,832	D	$132.13(5)	5,731,858	I	By LIPO Investments (USA) Inc.
Common Stock	01/11/2019		S		245,093	D	$131.25(6)	5,486,765	I	By LIPO Investments (USA) Inc.
Common Stock	01/11/2019		S		372,412	D	$132.24(7)	5,114,353	I	By LIPO Investments (USA) Inc.
Common Stock	01/11/2019		S		88,492	D	$132.76(8)	5,025,861	I	By LIPO Investments (USA) Inc.

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
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0.00							(9)	(10)	Common Stock	9,415,677		9,415,677	I	By Anamered Investments Inc.
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0.00							(9)	(10)	Common Stock	268,984		268,984	I	By Shannon Wilson
Exchangeable Shares of Lulu Canadian Holding, Inc.	$0.00							(9)	(10)	Common Stock	91,760		91,760	I	By Five Boys Investments ULC

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.50 to $136.49, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.50 to $137.40, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.00 to $130.99, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.00 to $131.97, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.00 to $132.40, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.69 to $131.68, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.70 to $132.69, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form 4.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.70 to $132.91, inclusive. The reporting person undertakes to provide to lululemon athletica inc., any security holder of lululemon athletica inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (8) to this Form 4.

9. Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.

10. No expiration date.

Remarks:

	/s/ Dennis J. Wilson	01/11/2019
	** Signature of Reporting Person	Date
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