Sec Form 4 Filing - Knight Travis A @ NIKE, Inc. - 2022-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Knight Travis A
2. Issuer Name and Ticker or Trading Symbol
NIKE, Inc. [ NKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE BOWERMAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2022
(Street)
BEAVERTON, OR97005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 25,099 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Convertible( 1 ) ( 1 ) 03/31/2022 J( 2 ) V 0( 2 ) ( 1 ) ( 1 ) Class B Common Stock 0( 1 ) $ 0 233,500,000 I by Swoosh LLC( 2 )( 3 )( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Knight Travis A
ONE BOWERMAN DRIVE
BEAVERTON, OR97005
X
Signatures
/s/ Mary I. Hunter, attorney-in-fact for Mr. Knight 04/01/2022
Signature of Reporting Person Date
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 )No transfer or other transactions in the securities of the issuer are reported in this Form 4. The purpose of this voluntary filing is to report that, since the date of his last Form 4 filing, the reporting person, Travis A. Knight ("TAK"), has resigned as the trustee of the Travis A. Knight 2009 Irrevocable Trust II (the "Trust"). In TAK's last Form 4 reporting transfers of the Class A Common Stock, dated July 17, 2020, an aggregate of 274,506,369 shares of the Class A Common Stock were reported by TAK, including 41,006,369 shares reported as a result of his position as trustee of the Trust (21,863,989 of such shares being owned directly by the Trust and 19,142,380 shares being owned by a limited liability company of which the Trust is the sole manager (the "Managed LLC")) and 233,500,000 shares held directly by Swoosh, LLC, as discussed below.
( 3 )TAK has previously disclaimed beneficial ownership of all shares of Class A Common Stock held by the Trust and the Managed LLC in excess of his pecuniary interest therein. As a result of his resignation as the trustee of the Trust, the 21,863,989 shares of the Class A Common Stock held by the Trust and the 19,142,380 shares of the Class A Common Stock held by the Managed LLC will no longer be reported on Forms 4 filed by TAK, as he will have no voting or dispositive control over such shares.
( 4 )All 233,500,000 shares of Class A Common Stock reported herein are held by Swoosh, LLC ("Swoosh"). 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 of Swoosh, all of which Class X Units are owned by Swoosh X Holdings, LLC ("Holdings"), which is wholly owned by the Trust. TAK, who holds both Class X Board Seats, previously held the right to appoint directors to the two Swoosh Class X Board Seats in his capacity as the Trustee of the Trust, which was and continues to be the sole member and manager of Holdings.
( 5 )In connection with TAK's resignation as trustee of the Trust, Holdings amended its company agreement to confirm TAK's continuing right to exercise the vote of the Class X Units of Swoosh held by Holdings for the election of the Swoosh Class X Directors. Thus, TAK continues to hold the right to appoint the holders of the two Class X Board Seats on Swoosh's five-seat board. 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. TAK disclaims beneficial ownership of all securities held by Swoosh, and this report shall not be deemed an admission that TAK is, or has been, the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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