Washington, D.C. 20549

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d)
and Amendments Thereto Filed Pursuant to § 240.13d-2

Dick’s Sporting Goods, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

253393102

(CUSIP Number)

February 16, 2010

(Date of Event Which Require Filing of this Statement)

 

 

CUSIP No.

253393102

SCHEDULE 13G/A

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¹ Represents 113,949 shares of common stock and 18,621,808 shares of Class B common stock beneficially owned by Mr. Stack, 243,800 shares of common stock and 4,000,000 shares of Class B common stock, for which Mr. Stack maintains sole voting, but not dispositive power (see footnote 2), 10,940 shares of common stock held by Mr. Stack’s children, for which Mr. Stack disclaims beneficial ownership, and 5,080,000 shares of common stock subject to options that are currently exercisable, or that will become exercisable, within 60 days of December 31, 2009.

Each share of Class B common stock is convertible into a share of common stock at any time at the option of the holder. The Class B common stock is also automatically convertible into common stock under certain circumstances. Holders of Class B common stock are entitled to 10 votes for each share of Class B common stock held of record on all matters submitted to a vote of stockholders, including election of directors. For a full description of the rights of the Class B common stock see “Description of Capital Stock” in Dick’s Sporting Goods, Inc.’s Registration Statement, as amended, on Form S-1 (File No. 333-96587).

² Edward W. Stack maintains sole voting power, but not dispositive power, with respect to 243,800 shares of common stock held by Richard T. Stack. Pursuant to the terms of a Memorandum of Understanding dated March 2, 2009 (“MOU”) and Voting Agreement and Proxy dated October 13, 2009 (“Voting Agreement”), Mr. Stack has sole voting power, but not dispositive power, with respect to 4,000,000 shares of Class B common stock owned by Mr. Stack’s former spouse. Edward W. Stack also owns 59,244 shares of restricted common stock, 23,694 shares of which vest in March of 2011 and 35,550 shares vest March 2012. Until the shares of restricted stock vest, they may be voted, but may not be sold or otherwise transferred. Pursuant to the terms of the MOU and Voting Agreement, Mr. Stack’s former spouse is also entitled to receive the economic benefit with respect to stock options exercisable for 2,862,500 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 and Voting Agreement. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised.

³ On December 4, 2007, Mr. Stack amended an option held by his brother Martin Stack. The option, as amended, is exercisable beginning December 2, 2009, and for thirty-six months thereafter, for 759,800 shares of common stock. The option is exercisable at 75% of the then per share market price on the date of exercise. Market price means the mean between the high and low prices of the common stock on the national securities exchange on the day on which the option is exercised, if the common stock is then being traded on a national securities exchange, and if the common stock is then being traded on such an exchange but there are no sales on such day, the market price shall be deemed to be the mean between the high and low prices of the common stock on the national securities exchange on the day on which the most recent sales occurred prior to the date of exercise; and if the common stock is not then traded on such an exchange, then the market price shall be deemed to be the mean between the high and low bid and asked prices for the common stock on the over-the-counter market on the day on which the option is exercised.

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934

Item 1(a) Name of Issuer:

     Dick’s Sporting Goods, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

345 Court St.
Coraopolis, PA 15108

Item 2(a). Name of Person Filing:

Edward W. Stack

Item 2(b). Address of Principal Business Office or, if None, Residence:

c/o Dick’s Sporting Goods, Inc.
345 Court St.
Coraopolis, PA 15108

Item 2(c). Citizenship:

     United States Citizen

Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share. Mr. Stack also is the beneficial owner of Class B common stock, see footnotes 1 and 2.

Item 2(e). CUSIP Number: 253393102

Item 3. If this statement is being filed pursuant to §§ 240.13d-1(b) or 240,13d-2(b) or (c), check whether the person filing is a: Not applicable.

(a)		o		Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)		o		Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)		o		Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)		o		Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)		o		An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)		o		An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)		o		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)		o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		o		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)		o		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)		o		Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Item 4(a) Amount beneficially owned:

          Edward W. Stack           28,070,497¹

Item 4(b) Percent of class: 24.0%

Item 4(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:			28,070,497	1, 2
(ii) Shared power to vote or to direct the vote:			0
(iii) Sole power to dispose or to direct the disposition of:			20,904,953	2
(iv) Shared power to dispose or to direct the disposition of:				3

¹ Represents 113,949 shares of common stock and 18,621,808 shares of Class B common stock beneficially owned by Mr. Stack, 243,800 shares of common stock and 4,000,000 shares of Class B common stock, for which Mr. Stack maintains sole voting, but not dispositive power (see footnote 2), 10,940 shares of common stock held by Mr. Stack’s children, for which Mr. Stack disclaims beneficial ownership, and 5,080,000 shares of common stock subject to options that are currently exercisable, or that will become exercisable, within 60 days of December 31, 2009.

Each share of Class B common stock is convertible into a share of common stock at any time at the option of the holder. The Class B common stock is also automatically convertible into common stock under certain circumstances. Holders of Class B common stock are entitled to 10 votes for each share of Class B common stock held of record on all matters submitted to a vote of stockholders, including election of directors. For a full description of the rights of the Class B common stock see “Description of Capital Stock” in Dick’s Sporting Goods, Inc.’s Registration Statement, as amended, on Form S-1 (File No. 333-96587).

² Edward W. Stack maintains sole voting power, but not dispositive power, with respect to 243,800 shares of common stock held by Richard T. Stack, and 4,000,000 shares of Class B common stock owned by Mr. Stack’s former spouse in accordance with the terms of the MOU and Voting Agreement. Edward W. Stack also owns 59,244 shares of restricted common stock of which 23,694 shares vest in March of 2011 and 35,550 shares vest in March of 2012. Until the shares of restricted stock vest, they may be voted, but may not be sold or otherwise transferred. Pursuant to the terms of the MOU and Voting Agreement, Mr. Stack’s former spouse is also entitled to receive the economic benefit with respect to stock options exercisable for 2,862,500 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 and Voting Agreement. Mr. Stack maintains voting power with respect to any such stock underlying these options when such option is exercised.

³ On December 4, 2007, Mr. Stack amended an option held by his brother Martin Stack. The option, as amended, is exercisable beginning December 2, 2009, and for thirty-six months thereafter, for 759,800 shares of common stock. The option is exercisable at 75% of the then per share market price on the date of exercise. Market price means the mean between the high and low prices of the common stock on the national securities exchange on the day on which the option is exercised, if the common stock is then being traded on a national securities exchange, and if the common stock is then being traded on such an exchange but there are no sales on such day, the market price shall be deemed to be the mean between the high and low prices of the common stock on the national securities exchange on the day on which the most recent sales occurred prior to the date of exercise; and if the common stock is not then traded on such an exchange, then the

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market price shall be deemed to be the mean between the high and low bid and asked prices for the common stock on the over-the-counter market on the day on which the option is exercised.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     Not Applicable.

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

     Not Applicable.

Item 8. Identification and Classification of Members of the Group.

     Not Applicable.

Item 9. Notice of Dissolution of the Group.

     Not Applicable.

Item 10. Certifications.

     Not Applicable.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.