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Plank enters pre-arranged stock trading plan to sell $100 million-plus of Under Armour shares

Baltimore,MD -10/28/15 - Under Armour CEO and Founder Kevin Plank at the groundbreaking for his new Sagamore Spirit distillery in Port Covington last week.
Baltimore,MD -10/28/15 - Under Armour CEO and Founder Kevin Plank at the groundbreaking for his new Sagamore Spirit distillery in Port Covington last week. (Lloyd Fox / Baltimore Sun)

Under Armour Chairman and CEO Kevin A. Plank plans to sell more shares of Baltimore-based sports apparel company's stock, including shares of a new class of stock, under a pre-arranged trading plan, according to a Tuesday filing with the U.S. Securities and Exchange Commission.

Plank entered into the trading plan Oct. 28 to sell up to 1.1 million shares of his Class B stock and up to 125,000 shares of Class B stock owned by his charitable foundation by the end of the year.

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At Thursday's closing price of $96.39 a share, such sales would raise $106 million for the Under Armour founder and $12 million for the foundation. The sales are being done for asset diversification, tax and estate planning and charitable giving, according to the filing.

Under Armour also plans to create a new C class of stock without voting rights, giving owners of each existing share of common stock one share of the new class. The structure is designed to preserve Plank's control over Under Armour as he sells off some shares.

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The trading plan enables Plank to sell up to 1.3 million shares of his Class C stock when it's issued and up to 150,000 shares of Class C stock owned by his foundation. Plank would be able to sell his C Class shares after the company's initial distribution and after the new stock is listed on the New York Stock Exchange. Under Armour's board of directors will decide on the timing of the issuance.

Plank currently owns 35.7 million shares of Under Armour's Class B stock and 76,445 shares of its Class A stock, representing about 16.6 percent of the total share of Class A and B stock and 66.5 percent of the voting power of all shares outstanding as of Sept. 30.

Shares of Class A stock have one vote and shares of Class B stock have 10 votes. Class B shares automatically convert to Class A when sold.

If he completes the sales, Plank would own 16 percent of the total shares and about 65.5 percent of the voting power.

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