Knight Philip H Form 4 NIKE / PHILIP H KNIGHT 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^*

KNIGHT PHILIP H

(Last) (First) (Middle)

ONE BOWERMAN DRIVE

(Street)

BEAVERTON OR 97005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NIKE INC [ NKE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2016

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
Class B Common Stock								30,960	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
Class A Common Convertible	(1)	01/25/2016(2)		G(3)		8,231,173		(1)	(1)	Class B Common Stock	8,231,173	$0.0	42,969,233	D
Class A Common Convertible	(1)	01/26/2016(2)		G(4)		1,991,281		(1)	(1)	Class B Common Stock	1,991,281	$0.0	44,960,514	D
Class A Common Convertible	(1)							(1)	(1)	Class B Common Stock	257,000,000		257,000,000	I	by LLC(5)
Class A Common Convertible	(1)							(1)	(1)	Class B Common Stock	521,792		521,792	I	by Spouse(6)

Explanation of Responses:

1. Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date.

2. Pursuant to Company policy, market transactions in Company stock by officers and directors are permitted only after the second full trading day after the release of quarterly earnings and ending on the last day of the second month of the following fiscal quarter, except pursuant to approved 10b5-1 trading plans.

3. On January 25, 2016, a disbursement of Class A Common Stock was made by the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III and the Philip H. Knight 2014 Annuity Trust N14-I to the reporting person as follows: (i) 3,687,089 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2013 Annuity Trust N13-III to Philip H. Knight; and (ii) 4,544,084 shares of Class A Common Stock from the Trustee of the Philip H. Knight 2014 Annuity Trust N14-I to Philip H. Knight. Each trust is a grantor retained annuity trust ("GRAT").

4. On January 26, 2016, a disbursement of 1,991,281 shares of Class A Common Stock was made by the Trustee of the Philip H. Knight 2009 Annuity Trust N3 to the reporting person. The trust is a grantor retained annuity trust ("GRAT") and the disbursement is an annuity payment pursuant to the terms of the GRAT.

5. Shares are held by Swoosh, LLC, a Delaware limited liability company ("Swoosh"), which is managed by a board of directors consisting of five board seats (the "Swoosh Board"). Pursuant to the Amended and Restated Limited Liability Company Agreement of Swoosh (the "Swoosh Agreement"), two of the five seats on the Swoosh Board are classified as Class X Board Seats and are filled by vote of the Class X Units of Swoosh, all of which are owned by the Reporting Person. The other three Swoosh board seats are held by directors who are self-electing (the "Independent Directors"). The reporting person currently holds one of the Class X Board Seats. At least two Independent Directors and a director holding a Class X Board Seat constitute a quorum at a meeting of the Swoosh Board, and board action requires the approval of a majority of votes cast at a meeting at which a quorum is present. (Footnote continuation in "REMARKS" below)

6. Shares held directly by spouse, Penelope P. Knight. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

(Footnote #5 continuation) The foregoing description of the Swoosh Agreement and the Swoosh Board is qualified in its entirety by reference to the Schedule 13D filed by Swoosh on June 30, 2015, as amended on December 31, 2015. The reporting person disclaims beneficial ownership of all securities held by Swoosh, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	By: John F. Coburn III For: Philip H. Knight	01/27/2016
	** Signature of Reporting Person	Date
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