Exhibit 4.01





CLASS A


COMMON STOCK


 


INCORPORATED UNDER THE LAWS
OF THE STATE OF MARYLAND


 


SHARES





See reverse
for certain definitions


 




	
  THIS CERTIFIES

  	
  CUSIP 904311 10 7

  
	
  THAT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  IS THE OWNER OF

  	
   

  






 


FULLY PAID AND NON-ASSESSABLE
SHARES OF THE CLASS A COMMON STOCK,

PAR VALUE $.00031/3 PER SHARE, OF


 


Under Armour, Inc. transferable
on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Charter of the Corporation, to all of
which the holder of this certificate by acceptance hereof expressly assents.
This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.


        Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.


                Dated


 




	
  UNDER ARMOUR, INC.

  	
  /s/ J. SCOTT PLANK

  	
  /s/ KEVIN A. PLANK

  
	
  CORPORATE

  	
  J. SCOTT PLANK

  	
  KEVIN A. PLANK

  
	
  SEAL

  	
  SECRETARY

  	
  PRESIDENT AND CHIEF
  EXECUTIVE OFFICER

  
	
  MARYLAND

  	
   

  	
   

  






 


COUNTERSIGNED AND REGISTERED:


WACHOVIA
BANK,N.A.


(Charlotte, NC)


TRANSFER AGENT AND REGISTRAR
BY:


 


AUTHORIZED SIGNATURE


 


 




	
  AMERICAN
  BANK NOTE COMPANY

  	
   

  	
  PRODUCTION COORDINATOR: 

  DENISE LITTLE: 931-490-1706

  
	
  711
  ARMSTRONG LANE

  	
   

  	
  PROOF OF NOVEMBER 14, 2005

  
	
  COLUMBIA,
  TENNESSEE 38401

  	
   

  	
  UNDER
  ARMOUR, INC.

  
	
  (931)
  388-3003

  	
   

  	
  TSB
  21799_FACE LOT 1

  
	
  SALES:
  CHARLES SHARKEY: 302-731-7088

  	
   

  	
  OPERATOR: TERESA

  
	
  ETHER 7 / LIVE JOBS / U /
  UNDER / 21799 FACE_LOT 1

  	
   

  	
  REV.1

  






 


COLORS SELECTED FOR PRINTING: Logo is a vector image, prints in black. Intaglio
prints in SC-7 Dark Blue.


 


COLOR: This proof was printed from a digital file or artwork on a
graphics quality, color laser printer. It is a good representation of the color
as it will appear on the final product. However, it is not an exact color
rendition, and the final printed product may appear slightly different from the
proof due to the difference between the dyes and printing ink.


 


PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:


 


___ OK AS IS     ___OK WITH
CHANGES     ___MAKE CHANGES AND SEND
ANOTHER PROOF


 


 





















 


The Corporation currently has
authorized for issuance Class A Common Stock and Class B Common Stock and is
also authorized to issue additional classes or series of Common Stock or
Preferred Stock on such terms as shall be determined by the Board of Directors.
The Corporation will furnish to any stockholder on request and without charge a
full statement of the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class or series that the corporation is authorized to issue and the differences
in the relative rights and preferences between the shares of each series of
stock to the extent that they have been set.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws
or regulations:


 


 


	
  TEN COM

  	
  — as tenants in
  common

  	
  UNIF GIFT MIN ACT—

  	
   

  	
  Custodian

  	
   

  	
  UNIF TRANS MIN ACT—

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN ENT

  	
  — as tenants by
  the entireties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
  — as joint
  tenants with right

  	
   

  	
  under Uniform Gifts to Minors

  	
  under Uniform Transfers to Minors

  
	
   

  	
  of survivorship
  and not as

  tenants in common

  	
   

  	
  Act

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  



 


Additional abbreviations may
also be used though not in the above list.


 


FOR VALUE RECEIVED,                         
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY
OR OTHER


IDENTIFYING NUMBER OF
ASSIGNEE




 





 


Please print or typewrite name and address including postal zip code of
assignee




 





 




 





 




 





of the Capital Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint


___________________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.


 


Dated ____________________


 


	
   

  	
  X
  __________________________________________

  
	
   

  	
   

  
	
   

  	
  X
  __________________________________________

  
	
   

  	
   

  
	
   

  	
  NOTICE:
  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S)
  AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
  ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  
	
   

  	
  SIGNATURE(S) GUARANTEED:

  
	
   

  	
   

  
	
   

  	
  __________________________________________

  
	
   

  	
   

  
	
   

  	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
  INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
  UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
  PURSUANT TO S.E.C.RULE 17Ad-15.

  



 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN, MUTILATED OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY
AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


 




	
  AMERICAN
  BANK NOTE COMPANY

  	
   

  	
  PRODUCTION COORDINATOR: 

  DENISE LITTLE:  931-490-1706

  
	
  711
  ARMSTRONG LANE

  	
   

  	
  PROOF OF NOVEMBER 14, 2005

  
	
  COLUMBIA, TENNESSEE
  38401

  	
   

  	
  UNDER
  ARMOUR, INC.

  
	
  (931)
  388-3003

  	
   

  	
  TSB 21799 BACK_LOT 1

  
	
  SALES:  CHARLES SHARKEY:  302-731-7088

  	
   

  	
  OPERATOR:  TERESA

  
	
  ETHER 7 / LIVE JOBS / U /
  UNDER / 21799 BACK_LOT 1

  	
   

  	
  REV.1

  






 


PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:


 


___ OK AS IS     ___OK WITH
CHANGES     ___MAKE CHANGES AND SEND
ANOTHER PROOF


 


NOTE:TEXT
RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.


 


 


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