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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Convertible | (1) | 07/24/2014(2) | J(3) | 24,118 | (1) | (1) | Class B Common Stock | 24,118 | $ 76.42 (3) | 133,300,528 | D | ||||
| Class A Common Convertible | (1) | (1) | (1) | Class B Common Stock | 260,896 | 260,896 | I | by Spouse (4) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KNIGHT PHILIP H ONE BOWERMAN DRIVE BEAVERTON, OR 97005 |
X | X | ||
| By: Evan R. Reynolds For: Philip H. Knight | 07/28/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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) | For estate planning purposes, on July 24, 2014, the Trustee of the Phil H Knight 2009 Annuity Trust N3 (a grantor retained annuity trust) distributed 24,118 shares of Class A Common Stock to the reporting person. This transfer relates to the transaction on October 30, 2013, and reported on a Form 4 for the reporting person dated 10/31/2013, which was an estate planning transaction whereby the Trustee transferred 3,979,336 shares of the Class A Common Stock to the reporting person upon the reporting person's contribution to the Trust of property of equal value. It was determined by the Trustee that the actual value of property transferred to the Trust on 10-30-13 exceeded the value of the shares transferred to the reporting person, and the transfer of shares reported herein was effected by the Trustee to account for such shortfall, with the shares valued as of the date of the original transfer (10-30-13), or $76.4200 per share. |
| (4) | 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. |