Kevin Plank, Under Armour's chairman and CEO, entered into a pre-arranged stock trading plan to sell up to 1,125,000 shares of the company's class B common stock that he personally owns as well up to 125,000 shares of the Class B stock held by his charitable foundation. Both sales are set to take place prior to the end of 2015.
Under Armour shares closes Tuesday at $96.39, valuing the stock Plank plans to sell at $108.4 million. The shares sold by the charitable trust are valued at $12 million.
Any sales of class C common stock under the trading plan will begin only following the initial distribution of one share the class C common stock for each outstanding share of Class A and class B common stock and the listing of the class C common stock on the New York Stock Exchange. Sales of the class C common stock may extend through August 2016. The sales under the trading plan sales are being done for asset diversification, tax and estate planning and charitable giving purposes.
The decision to proceed with, and timing of, the initial class C issuance will be made by the company's Board of Directors in its discretion. The Board of Directors has not yet determined if or when the initial class C issuance may occur. In addition, as previously disclosed the company is currently involved in a consolidated class action lawsuit related to the initial class C issuance and has agreed with the plaintiffs not to distribute or pay a dividend consisting of shares of Class C common stock until 10 business days after a judgment is entered by the trial court and becomes final for purposes of appeal or, if a motion to stay or enjoin the distribution or dividend pending an appeal is filed by the plaintiffs during that 10 business day period, during the pendency of the motion. Please refer to the company's most recent quarterly report on Form 10-Q for more information regarding this litigation.
Plank currently beneficially owns 35,700,000 shares of the company's class B common stock and 76,445 shares of the company's class A common stock, representing approximately 16.6 percent of the total shares of Class A and class B common stock outstanding as of Sept. 30, 2015 and approximately 66.5 percent of the voting power of all shares of Class A and class B common stock outstanding as of Sept. 30, 2015. Shares of class A common stock have one vote and shares of class B common stock have ten votes, and when sold the shares of class B common stock automatically convert to shares of class A common stock. Shares of class C common stock, if and when issued, will have no voting rights (except in limited circumstances). If Plank completes all the planned sales under this trading plan, he would beneficially own 34,450,000 shares of class B common stock and 76,445 shares of the company's class A common stock, representing approximately 16 percent of the total shares of Class A and class B common stock outstanding as of Sept. 30, 2015 and approximately 65.5 percent of the voting power of all shares of Class A and class B common stock outstanding as of Sept. 30, 2015.
