Gupta Navdeep Form 4 DICK'S SPORTING GOODS / Navdeep Gupta 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^*

Gupta Navdeep

(Last)

(First)

(Middle)

345 COURT STREET

(Street)

CORAOPOLIS

15108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DICK'S SPORTING GOODS, INC. [ DKS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2023

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)
Common Stock, par value $0.01 per share	06/07/2023		M		2,027	A	$32.77⁽¹⁾	113,333	D
Common Stock, par value $0.01 per share	06/07/2023		S		2,027	D	$136.5487	111,306	D
Common Stock, par value $0.01 per share	06/07/2023		S		6,133	D	$137.2536⁽²⁾	105,173	D
Common Stock, par value $0.01 per share	06/07/2023		S		1,526	D	$136.1181⁽³⁾	103,647	D
Common Stock, par value $0.01 per share	06/07/2023		S		6,635	D	$135.3362⁽⁴⁾	97,012	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)
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)	$32.77⁽¹⁾	06/07/2023		M			2,027	⁽⁵⁾	04/03/2026	Common Stock, par value $0.01 per share	2,027	$0	1,525	D

Explanation of Responses:

1. The exercise price shown has been adjusted from the grant date exercise price due to the special cash dividend paid by the Company on September 24, 2021, which was required by the Company's Amended and Restated 2012 Stock and Incentive Plan.

2. Represents the weighted average price of multiple transactions ranging from $137.00 to $137.595. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company.

3. Represents the weighted average price of multiple transactions ranging from $135.94 to $136.71. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company.

4. Represents the weighted average price of multiple transactions ranging from $134.94 to $135.91. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or any security holder of the Company.

5. The stock option award representing the right to purchase 14,205 shares of common stock vested in four equal annual installments beginning on April 3, 2020.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Mark Worley by Power of Attorney	06/09/2023
	** 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.

Gupta Navdeep Form 4DICK'S SPORTING GOODS / Navdeep Gupta ownership change