Finish Line Form 4 / Melissa A. Greenwell 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^*

Greenwell Melissa A.

(Last)

(First)

(Middle)

3308 N. MITTHOEFFER ROAD

(Street)

INDIANAPOLIS

46235

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FINISH LINE INC /IN/ [ FINL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2013

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)
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)
Class A Common Stock	06/11/2013		A		1,017⁽¹⁾	A	$0	11,862	D
Class A Common Stock	07/15/2013		M		7,525	A	$6.29	19,387	D
Class A Common Stock	07/15/2013		S		7,525	D	$22.71	11,862	D
Class A Common Stock	08/13/2013		A		91⁽²⁾	A	$0	11,953	D
Class A Common Stock	04/01/2014		A		2,642⁽³⁾	A	$0	14,595	D
Class A Common Stock	04/01/2014		A		5,000⁽⁴⁾	A	$0	19,595	D
Class A Common Stock	04/27/2014		F		711⁽⁵⁾	D	$26.68	18,884	D
Class A Common Stock	03/30/2015		A		2,537⁽⁶⁾	A	$0	21,421	D
Class A Common Stock	04/02/2015		F		814⁽⁷⁾	D	$24.81	20,607	D
Class A Common Stock	02/29/2016		A		9,817⁽⁸⁾	A	$0	30,424	D
Class A Common Stock	03/28/2016		A		4,396⁽⁹⁾	A	$0	34,820	D
Class A Common Stock	04/01/2016		F		876⁽¹⁰⁾	D	$20.65	33,944	D
Class A Common Stock	06/11/2016		F		329⁽¹¹⁾	D	$17.33	33,615	D
Class A Common Stock	07/29/2016		M		4,077	A	$13.1	37,692	D
Class A Common Stock	07/29/2016		S		4,077	D	$21.67	33,615	D
Class A Common Stock	08/13/2016		F		29⁽¹²⁾	D	$22.18	33,586	D
Class A Common Stock	03/01/2017		F		1,767⁽¹³⁾	D	$16.3	31,819	D
Class A Common Stock	03/27/2017		A		17,189⁽¹⁴⁾	A	$0	49,008	D
Class A Common Stock								717⁽¹⁵⁾	I	By Employee Stock Purchase Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$21.23	06/11/2013		A		3,653		⁽¹⁶⁾	06/11/2023	Class A Common Stock	3,653	$0	3,653	D
Stock Option (Right to Buy)	$6.29	07/15/2013		M			7,525	⁽¹⁷⁾	03/26/2019	Class A Common Stock	7,525	$0	0	D
Stock Option (Right to Buy)	$21.94	08/13/2013		A		328		⁽¹⁸⁾	08/13/2023	Class A Common Stock	328	$0	328	D
Stock Option (Right to Buy)	$27.25	04/01/2014		A		18,171		⁽¹⁹⁾	04/01/2024	Class A Common Stock	18,171	$0	18,171	D
Stock Option (Right to Buy)	$27.25	04/01/2014		A		3,000		⁽²⁰⁾	04/01/2024	Class A Common Stock	3,000	$0	3,000	D
Performance-Based Restricted Stock	⁽²¹⁾	04/01/2014		A		3,412		⁽²¹⁾	04/01/2017	Class A Common Stock	3,412	$0	3,412	D
Stock Option (Right to Buy)	$24.44	03/30/2015		A		23,592		⁽²²⁾	03/30/2025	Class A Common Stock	23,592	$0	23,592	D
Performance-Based Restricted Stock	⁽²³⁾	03/30/2015		A		3,805		⁽²³⁾	03/30/2018	Class A Common Stock	3,805	$0	3,805	D
Performance-Based Restricted Stock	⁽²⁴⁾	03/30/2015		A		1,023		⁽²⁴⁾	02/27/2016	Class A Common Stock	1,023	$0	1,023	D
Performance-Based Restricted Stock	⁽²⁴⁾	02/27/2016		D			1,023	⁽²⁴⁾	02/27/2016	Class A Common Stock	1,023	$0	0	D
Stock Option (Right to Buy)	$18.33	02/29/2016		A		60,674		⁽²⁵⁾	02/28/2026	Class A Common Stock	60,674	$0	60,674	D
Stock Option (Right to Buy)	$20.47	03/28/2016		A		44,910		⁽²⁶⁾	03/28/2026	Class A Common Stock	44,910	$0	44,910	D
Performance-Based Restricted Stock	⁽²⁷⁾	03/28/2016		A		6,593		⁽²⁷⁾	03/28/2019	Class A Common Stock	6,593	$0	6,593	D
Stock Option (Right to Buy)	$13.1	07/29/2016		M			4,077	⁽²⁸⁾	03/11/2020	Class A Common Stock	4,077	$0	0	D
Dividend Equivalent Rights	⁽²⁹⁾	06/16/2014⁽³⁰⁾		A		456⁽³¹⁾		⁽²⁹⁾	⁽²⁹⁾	Class A Common Stock	456	$0	456	D
Performance-Based Restricted Stock	⁽³²⁾	03/27/2017		A		17,189		⁽³²⁾	03/27/2020	Class A Common Stock	17,189	$0	17,189	D

Explanation of Responses:

1. All the reported shares of restricted stock cliff-vest in full on 6/11/2016.

2. All the reported shares of restricted stock cliff-vest in full on 8/13/2016.

3. All the reported shares of restricted stock cliff-vest in full on 4/1/2017.

4. All the reported shares of restricted stock cliff-vest in full on 4/1/2017.

5. Withheld for the satisfaction of tax liabilities incurred upon the vesting of 2,197 shares of restricted stock.

6. All the reported shares of restricted stock cliff-vest in full on 3/30/2018.

7. Withheld for the satisfaction of tax liabilities incurred upon the vesting of 2,587 shares of restricted stock.

8. The reported shares of restricted stock vest on the following schedule: 4,909 on 3/1/2017; and 4,908 on 3/1/2018.

9. All the reported shares of restricted stock cliff-vest in full on 3/28/2019.

10. Withheld for the satisfaction of tax liabilities incurred upon the vesting of 2,784 shares of restricted stock.

11. Withheld for the satisfaction of tax liabilities incurred upon the vesting of 1,017 shares of restricted stock.

12. Withheld for the satisfaction of tax liabilities incurred upon the vesting of 91 shares of restricted stock.

13. Withheld for the satisfaction of tax liabilities incurred upon the vesting of 4,909 shares of restricted stock.

14. The reported shares of restricted stock vest in three equal annual installments on the anniversary of the date of grant, commencing on 3/27/2018.

15. Updated to include shares allocated to the reporting person's account since the date of the reporting person's last ownership report.

16. The options vest on the following schedule: 365 (10%) on 6/11/2014; 730 (20%) on 6/11/2015; 1,096 (30%) on 6/11/2016; and 1,462 (40%) on 6/11/2017.

17. The options vested over 4 years, on the anniversary of the date of grant commencing on 3/26/2010, on a schedule of 10%, 20%, 30% and 40% at each respective anniversary.

18. The options vest on the following schedule: 32 (10%) on 8/13/2014; 66 (20%) on 8/13/2015; 98 (30%) on 8/13/2016; and 132 (40%) on 8/13/2017.

19. The options vest on the following schedule: 1,817 (10%) on 4/1/2015; 3,634 (20%) on 4/1/2016; 5,451 (30%) on 4/1/2017; and 7,269 (40%) on 4/1/2018.

20. The options vest on the following schedule: 300 (10%) on 4/1/2015; 600 (20%) on 4/1/2016; 900 (30%) on 4/1/2017; and 1,200 (40%) on 4/1/2018.

21. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s net income, measured over a performance period including fiscal years 2015, 2016 and 2017. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

22. The options vest on the following schedule: 2,359 (10%) on 3/30/2016; 4,718 (20%) on 3/30/2017; 7,078 (30%) on 3/30/2018; and 9,437 (40%) on 3/30/2019.

23. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share, measured over a performance period including fiscal years 2016, 2017 and 2018. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

24. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the growth of The Finish Line, Inc.'s adjusted operating income, measured over a performance period including fiscal years 2015 and 2016. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

25. The options vest on the following schedule: 30,337 on 3/1/2017; and 30,337 on 3/1/2018.

26. The options vest on the following schedule: 4,491 (10%) on 3/28/2017; 8,982 (20%) on 3/28/2018; 13,473 (30%) on 3/28/2019; and 17,964 (40%) on 3/28/2020.

27. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share, measured over a performance period including fiscal years 2017, 2018 and 2019. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

28. The total grant of 4,530 options vested over 4 years on the following schedule: 453 (10%) on 3/11/2011; 906 (20%) on 3/11/2012; 1,359 (30%) on 3/11/2013; and 1,812 (40%) on 3/11/2014.

29. The reported dividend equivalent rights accrued on the reporting person's performance-based restricted stock and will become vested proportionately with the performance-based restricted stock to which they relate. Each dividend equivalent right is the economic equivalent of one share of Class A Common Stock.

30. The reported dividend equivalent rights reflect the aggregate accruals for quarterly dividends paid by The Finish Line, Inc. from the initial grant date for the performance-based restricted stock to which the dividend equivalent rights relate up to the date of this ownership report.

31. The reported amount does not include 18 dividend equivalent rights that were not earned and were forfeited.

32. Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. The shares of performance-based restricted stock vest upon achieving certain performance goals relating to the compound annual growth rate of The Finish Line, Inc.'s earnings per share and to consolidated enterprise sales growth, measured over a performance period including fiscal years 2018, 2019 and 2020. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.

Remarks:

	/s/ Christopher C. Eck, as attorney-in-fact for Melissa A. Greenwell	03/29/2017
	** 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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Finish Line (FINL) Inactive Form 4FINISH LINE / Melissa A. Greenwell ownership change