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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
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
| x | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| 1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
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| Allen, Paul G. (Last) (First) (Middle) |
Dick's Sporting Goods, Inc. ("DKS") |
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| 505 Union Station, 505 Fifth Avenue, Suite 900 (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| 10/18/2002 |
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Filing (Check Applicable Line) |
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| Seattle, WA 98104 (City) (State) (Zip) |
o | Director | x | 10% Owner | o | Form Filed by One Reporting Person | ||||||
| o | Officer (give title below) | x | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| 1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
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| Vulcan Ventures
Incorporated (Last) (First) (Middle) |
Dick's Sporting Goods, Inc. ("DKS") |
911374788 |
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| 505 Union Station, 505 Fifth Avenue, Suite 900 (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| 10/22/2002 |
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Filing (Check Applicable Line) |
|||||||||
| Seattle, WA 98104 (City) (State) (Zip) |
o | Director | x | 10% Owner | o | Form Filed by One Reporting Person | ||||||
| o | Officer (give title below) | x | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). | |
| Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||||||||||
| 1. | Title of Security (Instr. 3) |
2. | Transaction Date (Month/Day/Year) |
2A. | Deemed Execution Date, if any (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
| Common stock, par value $.01 per share | 10/18/2002 | S | 83,091(1) | D | $11.16 | 1,136,771 | I(2) | (3) | |||||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 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) |
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| Code | V | (A) | (D) | ||||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities) |
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| 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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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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Explanation of Responses:
(1) Represents 83,091 shares of common stock subject to the underwriters' over-allotment option. Pursuant to Rule 16a-1(a)(7), such option is not a "derivative security" as an option granted to underwriters in a registered public offering and therefore not included in Part II. The over-allotment option was exercised on October 18, 2002 and relates to shares of common stock sold in the Company's initial public offering of its common stock pursuant to its Registration Statement on Form S-1 (File No. 333-96587).
(2) 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 for any other purpose.
(3) Owned directly by Vulcan Ventures Incorporated ("VVI") and indirectly by Paul G. Allen, the sole shareholder of VVI.
| /s/ Joseph D. Franzi | October 22, 2002 | |
**Signature of Reporting Person Joseph D. Franzi as Attorney-in-Fact for Paul G. Allen pursuant to a Power of Attorney filed with the Reporting Person's Schedule 13G for Pathogensis, Inc. on August 30, 1999 and incorporated herein by reference. |
Date |
| Signature: | VULCAN VENTURES, INCORPORATED | |
| By: | /s/ Joseph D. Franzi | |
Joseph D. Franzi, Vice President |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
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