Statement of Changes of Beneficial Ownership

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Plank J Scott	2. Issuer Name and Ticker or Trading Symbol Under Armour, Inc. [ UA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) EVP of Business Development
(Last) (First) (Middle) 1020 HULL STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/4/2012
(Street) BALTIMORE, MD 21230 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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)
Class A Common Stock	5/4/2012		S		8000 ⁽¹⁾	D	$96.22 ⁽²⁾	1312924	D
Class A Common Stock	5/4/2012		S		923 ⁽¹⁾	D	$97 ⁽³⁾	1312001	D
Class A Common Stock	5/4/2012		S		2615 ⁽¹⁾	D	$98.11 ⁽⁴⁾	1309386	D
Class A Common Stock	5/4/2012		S		462 ⁽¹⁾	D	$98.73 ⁽⁵⁾	1308924	D
Class A Common Stock	5/7/2012		S		4906 ⁽¹⁾	D	$95.99 ⁽⁶⁾	1304018	D
Class A Common Stock	5/7/2012		S		7094 ⁽¹⁾	D	$96.72 ⁽⁷⁾	1296924	D
Class A Common Stock	5/8/2012		S		385 ⁽¹⁾	D	$90.35 ⁽⁸⁾	1296539	D
Class A Common Stock	5/8/2012		S		462 ⁽¹⁾	D	$91.77 ⁽⁹⁾	1296077	D
Class A Common Stock	5/8/2012		S		1576 ⁽¹⁾	D	$92.63 ⁽¹⁰⁾	1294501	D
Class A Common Stock	5/8/2012		S		77 ⁽¹⁾	D	$94.07	1294424	D
Class A Common Stock	5/4/2012		S		2347 ⁽¹⁾	D	$96.24 ⁽¹¹⁾	39502	I	By Annuity Trust
Class A Common Stock	5/4/2012		S		400 ⁽¹⁾	D	$97.21 ⁽¹²⁾	39102	I	By Annuity Trust
Class A Common Stock	5/4/2012		S		500 ⁽¹⁾	D	$98.36 ⁽¹³⁾	38602	I	By Annuity Trust
Class A Common Stock	5/7/2012		S		2000 ⁽¹⁾	D	$96.17 ⁽¹⁴⁾	36602	I	By Annuity Trust
Class A Common Stock	5/7/2012		S		1247 ⁽¹⁾	D	$96.91 ⁽¹⁵⁾	35355	I	By Annuity Trust
Class A Common Stock	5/8/2012		S		500 ⁽¹⁾	D	$90.36 ⁽¹⁶⁾	34855	I	By Annuity Trust
Class A Common Stock	5/8/2012		S		800 ⁽¹⁾	D	$91.89 ⁽¹⁷⁾	34055	I	By Annuity Trust
Class A Common Stock	5/8/2012		S		1847 ⁽¹⁾	D	$92.65 ⁽¹⁸⁾	32208	I	By Annuity Trust
Class A Common Stock	5/8/2012		S		100 ⁽¹⁾	D	$94.06 ⁽¹⁹⁾	32108	I	By Annuity Trust
Class A Common Stock	5/4/2012		S		1600 ⁽¹⁾	D	$96.22 ⁽²⁾	485046	I	By JSDM Family LLC
Class A Common Stock	5/4/2012		S		185 ⁽¹⁾	D	$97 ⁽³⁾	484861	I	By JSDM Family LLC
Class A Common Stock	5/4/2012		S		523 ⁽¹⁾	D	$98.11 ⁽⁴⁾	484338	I	By JSDM Family LLC
Class A Common Stock	5/4/2012		S		92 ⁽¹⁾	D	$98.73 ⁽⁵⁾	484246	I	By JSDM Family LLC
Class A Common Stock	5/4/2012		S		981 ⁽¹⁾	D	$95.99 ⁽⁶⁾	483265	I	By JSDM Family LLC
Class A Common Stock	5/7/2012		S		1419 ⁽¹⁾	D	$96.72 ⁽⁷⁾	481846	I	By JSDM Family LLC
Class A Common Stock	5/8/2012		S		77 ⁽¹⁾	D	$90.35 ⁽⁸⁾	481769	I	By JSDM Family LLC
Class A Common Stock	5/8/2012		S		92 ⁽¹⁾	D	$91.77 ⁽⁹⁾	481677	I	By JSDM Family LLC
Class A Common Stock	5/8/2012		S		316 ⁽¹⁾	D	$92.63 ⁽¹⁰⁾	481361	I	By JSDM Family LLC
Class A Common Stock	5/8/2012		S		15 ⁽¹⁾	D	$94.07	481346	I	By JSDM Family LLC
Class A Common Stock								100000	I	JS DM II LLC

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Shares sold pursuant to a 10b5-1 trading plan.
( 2)	This transaction was executed in multiple trades at prices ranging from $95.63 to $96.62. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3)	This transaction was executed in multiple trades at prices ranging from $96.63 to $97.53. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4)	This transaction was executed in multiple trades at prices ranging from $97.69 to $98.64. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 5)	This transaction was executed in multiple trades at prices ranging from $98.69 to $98.78. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 6)	This transaction was executed in multiple trades at prices ranging from $95.33 to $96.28. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 7)	This transaction was executed in multiple trades at prices ranging from $96.35 to $97.27. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 8)	This transaction was executed in multiple trades at prices ranging from $90.02 to $90.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 9)	This transaction was executed in multiple trades at prices ranging from $91.13 to $92.10. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 10)	This transaction was executed in multiple trades at prices ranging from $92.26 to $92.97. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 11)	This transaction was executed in multiple trades at prices ranging from $95.70 to $96.62. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 12)	This transaction was executed in multiple trades at prices ranging from $96.82 to $97.80. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 13)	This transaction was executed in multiple trades at prices ranging from $97.88 to $98.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 14)	This transaction was executed in multiple trades at prices ranging from $95.68 to $96.67. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 15)	This transaction was executed in multiple trades at prices ranging from $96.69 to $97.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 16)	This transaction was executed in multiple trades at prices ranging from $90.03 to $90.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 17)	This transaction was executed in multiple trades at prices ranging from $91.28 to $92.24. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 18)	This transaction was executed in multiple trades at prices ranging from $92.28 to $93.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 19)	This transaction was executed in multiple trades at prices ranging from $94.06 to $94.07. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Plank J Scott 1020 HULL STREET BALTIMORE, MD 21230			EVP of Business Development

Signatures
By: /s/ John P. Stanton, Attorney in Fact For: J. Scott Plank		5/8/2012
^** 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 control number.