| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/06/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Right to Buy)(1) | $51.4 | 09/06/2023 | A | 9,838 | (2) | 09/06/2033 | Common Stock | 9,838 | $0 | 9,838 | D | ||||
| Restricted Stock Units(1) | (3) | 09/06/2023 | A | 4,863 | (4) | (4) | Common Stock | 4,863 | $0 | 4,863 | D | ||||
| Restricted Stock Units(1) | (3) | 09/06/2023 | A | 9,727 | (5) | (5) | Common Stock | 9,727 | $0 | 9,727 | D | ||||
| Explanation of Responses: |
| 1. Granted under the Company's 2020 Omnibus Incentive Plan, as amended (the "Plan"). |
| 2. These time-based options vest in three equal installments beginning on the first anniversary of the grant date. |
| 3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock, par value $0.01 per share ("Common Stock"). |
| 4. These time-based RSUs vest in three equal installments beginning on the first anniversary of the grant date. |
| 5. On September 6, 2023, the Reporting Person was granted 9,727 performance-based restricted stock units ("PRSUs"). These PRSUs vest if certain preestablished performance metrics related to the Company's (i) adjusted pre-tax income, and (ii) return on invested capital over a 3-year period beginning on January 29, 2023 and ending on January 31, 2026, are achieved and certified by the Issuer's compensation committee (which, if any, may vary from 0% to 200% of the number shown above), subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. |
| Remarks: |
| /s/ Gary Holland, Attorney-in-Fact | 09/08/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
