Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FINLEY TERRANCE G

(Last)

(First)

(Middle)

2700 MILAN COURT

(Street)

BIRMINGHAM

35211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HIBBETT INC [ HIBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2024		D		3,226⁽¹⁾	D	$87.5	0	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)⁽²⁾	$76.04	07/25/2024		D			4,384	03/22/2021	03/22/2031	Common Stock	4,384	$87.5	0	D
Stock Options (Right to Buy)⁽²⁾	$46.22	07/25/2024		D			7,212	03/30/2022	03/30/2032	Common Stock	7,212	$87.5	0	D
Stock Options (Right to Buy)⁽²⁾	$58.38	07/25/2024		D			4,094	03/31/2023	03/31/2033	Common Stock	4,094	$87.5	0	D
Stock Options (Right to Buy)⁽²⁾	$50.48	07/25/2024		D			6,003	03/17/2015	03/17/2025	Common Stock	6,003	$87.5	0	D
Stock Options (Right to Buy)⁽²⁾	$35.07	07/25/2024		D			8,641	03/15/2016	03/15/2026	Common Stock	8,641	$87.5	0	D
Stock Options (Right to Buy)⁽²⁾	$29.75	07/25/2024		D			10,186	03/14/2017	03/14/2027	Common Stock	10,186	$87.5	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest.

2. In accordance with the terms of the Merger Agreement, each option to purchase shares of Company Common Stock that is outstanding as of immediately prior to the effective time of the merger, whether vested or unvested, was cancelled by virtue of the merger without any action on the part of the holder thereof and entitled the holder to receive with respect thereto an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the merger, and (2) the excess, if any, of per share merger consideration of $87.50 over the exercise price per share of Company Common Stock subject to such option as of immediately prior to the effective time of the merger.

Remarks:

	/s/ Terrance G Finley	07/25/2024
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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