Form 4 DICKS SPORTING GOODS For: May 29 Filed by: STACK EDWARD W (10K)

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, 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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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^*

STACK EDWARD W

(Last)

(First)

(Middle)

345 COURT STREET

(Street)

CORAOPOLIS

15108

(City)

(State)

(Zip)

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.

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2012

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, par value $.01 per share	05/29/2012		M		380,000 ⁽¹⁾	A	$ 11.44	10,744,111 ⁽²⁾ ⁽³⁾	D
Common Stock, par value $.01 per share	05/29/2012		S		380,000 ⁽¹⁾	D	$ 47.3284 ⁽⁴⁾	10,364,111 ⁽²⁾ ⁽³⁾	D
Common Stock, par value $.01 per share	05/29/2012		G		663,870	D	$ 0	0	I	By grantor retained annuity trust ⁽⁵⁾
Common Stock, par value $.01 per share								1,404,062	I	By trust ⁽³⁾ ⁽⁶⁾
Common Stock, par value $.01 per share								1,970,436	I	By trust ⁽³⁾ ⁽⁷⁾
Common Stock, par value $.01 per share								2,204,461	I	By trust ⁽³⁾ ⁽⁸⁾
Common Stock, par value $.01 per share								2,366,248	I	By trust ⁽³⁾ ⁽⁹⁾

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

Stock Option (Right to Buy)

$ 11.44

05/29/2012

380,000 ⁽¹⁾

10/21/2007

10/21/2013

Common Stock, par value $.01 per share

380,000

$ 0

1,845,852

Explanation of Responses:

1. Pursuant to a Memorandum of Understanding ("MOU") dated the 2nd day of March, 2009, Mr. Stack's former spouse is entitled to receive the economic benefit with respect to certain stock options exercisable for shares of common stock (the number of shares would be equitably adjusted for any stock split, recapitalization or similar event), which includes the right to request the exercise and/or sale of such stock options in accordance with the Company's applicable policies, Section 16(b) limitations and the terms of the MOU. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised. One-half of the net after tax proceeds associated with the exercise and sale of shares underlying the vested stock option has been transferred in accordance with the terms of the MOU.

2. Amount includes 10,011,006 shares of Class B common stock (the "Class B Common Stock"), which is 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. Amounts reflect a shift from indirect to direct ownership of 1,798,341 shares of Class B Common Stock, which had been held by the Edward W. Stack Grantor Retained Annuity Trusts referenced in footnotes 5 through 9 below, and were transferred to Mr. Stack on May 29, 2012 to satisfy annuity payment obligations under each of the Grantor Retained Annuity Trusts.

4. Represents the weighted average of multiple sales transactions ranging in price from $47.25-$47.4750. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.

5. On May 26, 2010, the reporting person contibuted 2,525,000 shares of Class B Common Stock to the Edward W. Stack Grantor Retained Annuity Trust I for the benefit of himself and his children. Thereafter, 1,861,130 shares were transferred to the reporting person on September 7, 2011 and May 29, 2012 to satisfy required annuity payments, which shares are currently reported as being directly owned. Upon termination of the grantor retained annuity trust on May 29, 2012, the remaining 663,870 shares were transferred to the Edward W. Stack Irrevocable Trust, in which the reporting person has neither a direct nor indirect beneficial ownership interest.

6. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust II.

7. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust III.

8. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust IV.

9. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust V.

	/s/ Edward W. Stack	05/31/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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