Edgar Filing: Wilson Dennis J.

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Wilson Dennis J.

2. Issuer Name and Ticker or Trading Symbol
lululemon athletica inc. [LULU]

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 Prod Design

(Last)

(First)

(Middle)

2285 CLARK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2009

(Street)

VANCOUVER, A1 V5N 3G9

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Exchangeable Shares of Lulu Canadian Holding, Inc.

⁽¹⁾

12/21/2009

J⁽²⁾

40,664

⁽³⁾

⁽⁴⁾

Common Stock

40,664

$ 0

18,972,728

Exchangeable Shares of Lulu Canadian Holding, Inc.

⁽¹⁾

12/21/2009

J⁽⁵⁾

2,838

⁽³⁾

⁽⁴⁾

Common Stock

2,838

$ 0

134,492 ⁽⁶⁾

By Wife

Exchangeable Shares of Lulu Canadian Holding, Inc.

⁽¹⁾

⁽³⁾

⁽⁴⁾

Common Stock

43,928 ⁽⁷⁾

By Five Boys Investments ULC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wilson Dennis J. 2285 CLARK DRIVE VANCOUVER, A1 V5N 3G9	X	X	Chairman and Chief Prod Design

Signatures

Dennis J. Wilson, by David Negus, Attorney-in-Fact		12/23/2009
^**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)	1-to-1 exchange ratio.
(2)	Represents the distribution of exchangeable shares of Lulu Candian Holding, Inc. held in trust for employees of lululemon athletica inc. to the beneficiaries for no consideration.
(3)	Immediately exchangeable for shares of lululemon common stock on a 1-to-1 basis.
(4)	No expiration date.
(5)	Represents a change in the form of beneficial ownership from direct to indirect in a trust distribution exempt under Rule 16a-13.
(6)	Of these shares, 95,797 were acquired on July 26, 2007 in a trust distribution exempt under Rule 16a-13, representing a change in the form of beneficial ownership from direct to indirect.
(7)	Of these shares, 2,493 were acquired on July 26, 2007 upon the exchange of shares of LIPO Investments (Canada), Inc. for exchangeable shares of Lulu Canadian Holding, Inc. in a corporate reorganization exempt from Section 16(b) under Rules 16b-7 and 16b-3.

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