Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-20-021886
Date:2020-07-17
Issuer: NIKE, INC. (NKE)
Original Submission Date:

Reporting Person:

KNIGHT TRAVIS A
ONE BOWERMAN DRIVE
BEAVERTON, OR 97005

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS B COMMON STOCK 2020-07-17 0 $0.00 22,269 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS A COMMON CONVERTIBLE 0.0 2020-07-17 deemed execution date J 2,500,000 (d) class b common stock 2,500,000 $0.00 274,256,369 indirect by trust
CLASS A COMMON CONVERTIBLE 0.0 2020-07-17 deemed execution date J 250,000 (a) class b common stock 250,000 $0.00 274,506,369 indirect by trust
Footnotes
IDfootnote
f1 class a common stock is convertible at any time on a one-for-one basis into class b common stock with no expiration date.
f2 on july 17, 2020, swoosh, llc, a delaware limited liability company ("swoosh"), made a private pro rata distribution of shares of the issuer's class a common stock. a wholly-owned subsidiary ("subsidiary") of the travis a. knight 2009 irrevocable trust ii (the "trust") received 250,000 of the 2,500,000 shares so distributed, which 250,000 shares were simultaneously distributed to the trust in a transaction representing only a change in the form of beneficial ownership of such shares. as described in footnote 5, the reporting person, through the trust, acquired an interest in such shares.
f3 pursuant to the amended and restated limited liability company agreement of swoosh (the "swoosh agreement"), swoosh is managed by a board of directors consisting of five board seats (the "swoosh board"). 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. the other three swoosh board seats are held by directors who are self-electing (the "independent directors"). the reporting person currently holds both 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.
f4 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 and june 30, 2016. 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, or has been, the beneficial owner of such securities for purposes of section 16 or for any other purpose.
f5 the number in column 9 represents 21,613,989 shares, in the case of row 1 of table ii, and 21,863,989 shares, in the case of row 2 of table ii, held directly by the trust, 19,142,380 shares held directly by a delaware limited liability company of which subsidiary is the sole manager, and 233,500,000 shares held directly by swoosh (all the class x units of which are held by subsidiary). the reporting person disclaims beneficial ownership of all such shares held directly and indirectly by the trust in excess of his pecuniary interest therein and disclaims beneficial ownership of all securities held by swoosh.
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