Edgar Filing: STACK EDWARD W

Ownership Submission

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 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STACK EDWARD W

2. Issuer Name and Ticker or Trading Symbol
DICKS SPORTING GOODS INC [DKS]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and Chief Exec. Off.

(Last)

(First)

(Middle)

345 COURT STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2010

(Street)

CORAOPOLIS, PA 15108

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, par value $.01 per share	12/27/2010		G		1,725 ⁽²⁾	D	$ 0	6,167,433 ⁽¹⁾ ⁽⁹⁾	D
Common Stock, par value $.01 per share								2,525,000 ⁽²⁾	I	By trust ⁽³⁾
Common Stock, par value $.01 per share								2,525,000 ⁽²⁾	I	By trust ⁽⁴⁾
Common Stock, par value $.01 per share								2,525,000 ⁽²⁾	I	By trust ⁽⁵⁾
Common Stock, par value $.01 per share								2,525,000 ⁽²⁾	I	By trust ⁽⁶⁾
Common Stock, par value $.01 per share								2,521,808 ⁽²⁾	I	By trust ⁽⁷⁾

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)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Creation of obligation to sell ⁽⁸⁾

$ 28.2225

12/30/2010

12/02/2012

Common Stock, par value $.01 per share

250,000

$ 0

1 ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STACK EDWARD W 345 COURT STREET CORAOPOLIS, PA 15108	X	X	Chairman and Chief Exec. Off.

Signatures

/s/ Edward W. Stack		01/04/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Amount includes 5,998,275 shares of Class B common stock, which are not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B common stock have identical rights to holders of common stock, except that holders of Class B common stock are entitled to 10 votes for each share held of record. Each share of Class B common stock is convertible, at any time, at the option of the holder, into one share of common stock.
(2)	Represents shares of Class B common stock, which are not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B common stock have identical rights to holders of common stock, except that holders of Class B common stock are entitled to 10 votes for each share held of record. Each share of Class B common stock is convertible, at any time, at the option of the holder, into one share of common stock.
(3)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust I.
(4)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II.
(5)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II.
(6)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.
(7)	These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.
(8)	By letter agreement dated December 4, 2007 between the reporting person and his brother, until December 2, 2012, the reporting person is obligated to sell to his brother upon request shares of Common Stock in an amount and at a price fixed at the time of a request, up to a maximum of 759,800 shares. The establishment of the reporting person's obligation to sell to his brother 250,000 shares of Common Stock at a fixed price pursuant to the letter agreement was fixed on December 30, 2010 and settled the same day by a cash payment by the reporting person to his brother. As a result, the right of the reporting person's brother to such 250,000 shares was cancelled with no value being received by the reporting person for the cancellation and no shares being sold by the reporting person. The reporting person remains obligated to sell up to 409,800 shares to his brother under the letter agreement.
(9)	The reporting person no longer has a reportable beneficial interest in 10,940 shares of Common Stock, which are held by a custodian on behalf of his minor children and were included as being indirectly beneficially owned by the reporting person in his prior ownership reports.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.