lululemon athletica, inc.
lululemon athletica inc. (Form: 3, Received: 12/13/2016 19:50:54)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BURGOYNE CELESTE

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/5/2016 

3. Issuer Name and Ticker or Trading Symbol

lululemon athletica inc. [LULU]

(Last)        (First)        (Middle)

C/O LULULEMON ATHLETICA INC., 1818 CORNWALL AVENUE

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, Americas Retail /

(Street)

VANCOUVER, A1 V6J 1C7       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 2036   D  
 
Common Stock   (2) 695   D  
 
Common Stock   (3) 1136   D  
 
Common Stock   1653   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (4) 9/14/2019   Common Stock   2500   $11.75   D  
 
Stock Option (Right to Buy)     (5) 3/26/2019   Common Stock   465   $75.23   D  
 
Stock Option (Right to Buy)     (6) 9/11/2019   Common Stock   585   $76.49   D  
 
Stock Option (Right to Buy)     (7) 12/16/2020   Common Stock   600   $57.88   D  
 
Stock Option (Right to Buy)     (8) 3/31/2021   Common Stock   1044   $52.59   D  
 
Stock Option (Right to Buy)     (9) 9/15/2021   Common Stock   2486   $44.20   D  
 
Stock Option (Right to Buy)     (10) 3/30/2022   Common Stock   1130   $64.83   D  
 
Stock Option (Right to Buy)     (11) 6/11/2022   Common Stock   345   $66.07   D  
 
Stock Option (Right to Buy)     (12) 9/14/2022   Common Stock   2635   $53.79   D  
 
Stock Option (Right to Buy)     (13) 4/1/2023   Common Stock   5225   $68.69   D  
 

Explanation of Responses:
( 1)  The reporting person received a restricted stock unit award which vests as to 25% on September 15, 2015, 25% on September 15, 2016, and 50% on September 15, 2017, subject to the reporting person's continued employment or association with the issuer through such date.
( 2)  The reporting person received a restricted stock unit award which vests as to 33% on March 30, 2016, 33% on March 30, 2017, and 34% on March 30, 2018, subject to the reporting person's continued employment or association with the issuer through such date.
( 3)  The reporting person received a restricted stock unit award which vests as to 33% on April 1, 2017, 33% on April 1, 2018, and 34% on April 1, 2019, subject to the reporting person's continued employment or association with the issuer through such date.
( 4)  These options shall vest as to 25% on each of September 14, 2010, September 14, 2011, September 14, 2012, and September 14, 2013, subject to the reporting person's continued employment or association with the issuer through each such date.
( 5)  These options shall vest as to 25% on each of March 26, 2013, March 26, 2014, March 26, 2015, and March 26, 2016, subject to the reporting person's continued employment or association with the issuer through each such date.
( 6)  These options shall vest as to 25% on each of September 11, 2013, September 11, 2014, September 11, 2015, and September 11, 2016, subject to the reporting person's continued employment or association with the issuer through each such date.
( 7)  These options shall vest as to 25% on each of December 16, 2014, December 16, 2015, December 16, 2016, and December 16, 2017, subject to the reporting person's continued employment or association with the issuer through each such date.
( 8)  These options shall vest as to 25% on each of March 31, 2015, March 31, 2016, March 31, 2017, and March 31, 2018, subject to the reporting person's continued employment or association with the issuer through each such date.
( 9)  These options shall vest as to 25% on each of September 15, 2015, September 15, 2016, September 15, 2017, and September 15, 2018, subject to the reporting person's continued employment or association with the issuer through each such date.
( 10)  These options shall vest as to 25% on each of March 30, 2016, March 30, 2017, March 30, 2018, and March 30, 2019, subject to the reporting person's continued employment or association with the issuer through each such date.
( 11)  These options shall vest as to 25% on each of June 11, 2016, June 11, 2017, June 11, 2018, and June 11, 2019, subject to the reporting person's continued employment or association with the issuer through each such date.
( 12)  These options shall vest as to 25% on each of September 14, 2016, September 14, 2017, September 14, 2018, and September 14, 2019, subject to the reporting person's continued employment or association with the issuer through each such date.
( 13)  These options shall vest as to 25% on each of April 1, 2017, April 1, 2018, April 1, 2019, and April 1, 2020, subject to the reporting person's continued employment or association with the issuer through each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BURGOYNE CELESTE
C/O LULULEMON ATHLETICA INC.
1818 CORNWALL AVENUE
VANCOUVER, A1 V6J 1C7


EVP, Americas Retail

Signatures
/s/ Celeste Burgoyne by Winston Cummins, Attorney-in-Fact 12/13/2016
** 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 5(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.
lululemon athletica inc.





LIMITED POWER OF ATTORNEY

FOR SECTION 16(a) REPORTING



 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby revokes any prior power of attorney regarding reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to equity securities of the Company, and hereby makes, constitutes and appoints Winston Cummins and Erin Nicholas, and each of them, as the undersigned's true and lawful attorney-in-fact (the "Attorney-in-Fact"), with full power of substitution and resubstitution, each with the power to act alone for the undersigned and in the undersigned's name, place and stead, in any and all capacities to:

 1. Prepare, execute, deliver and file with the United States Securities and Exchange Commission, any national securities exchange and lululemon athletica inc. (the "Company") any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Exchange Act, and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and

 2. Seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's equity securities from any third party, including the Company, brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 The undersigned acknowledges that:

 1. This Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 2. Any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 3. Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 4. This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.

 The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

 This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in equity securities of the Company, and shall only be revoked upon the earliest of (i) revocation by the undersigned in a signed writing delivered to the Attorney-in-Fact or to the Secretary of the Company, (ii) termination of the undersigned's service as an employee or director (as applicable) of the Company, (iii) termination of the Attorney-in-Fact's service as an officer or other employee of the Company, or (iv) execution of a subsequent power of attorney by the undersigned which specifically provides for the revocation of any prior power of attorney regarding reporting requirements under Section 16(a) of the Exchange Act .

 This Limited Power of Attorney shall be governed and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of December 6, 2016.



 Signature:

                         /s/Celeste Burgoyne

       Celeste Burgoyne