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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
400 - 1818 CORNWALL AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2014
(Street)

VANCOUVER, A1 V6J 1C7
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
Common Stock               7,120 D  
Common Stock               10,328,858 I By LIPO Investments (USA) Inc
Common Stock 09/09/2014   C(1)   20,105,279 A (2) 20,105,279 I By W51008759 Holdings Ltd.
Common Stock 09/09/2014   G(5)   1,735,000 D $ 0 18,370,279 I By W51008759 Holdings Ltd.
Common Stock 09/09/2014   S(6)   18,370,279 D $ 42 0 I By W51008759 Holdings Ltd.

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable Shares of Lulu Canadian Holding, Inc. $ 0               (2)   (3) Common Stock 9,415,677   9,415,677 D (4)  
Exchangeable Shares of Lulu Canadian Holding, Inc. $ 0 09/09/2014   C(1)     20,105,279   (2)   (3) Common Stock 20,105,279 $ 0 0 I (4) By W51008759 Holdings Ltd.
Exchangeable Shares of Lulu Canadian Holding, Inc. $ 0               (2)   (3) Common Stock 268,984   268,984 I By Shannon Wilson
Exchangeable Shares of Lulu Canadian Holding, Inc. $ 0               (2)   (3) Common Stock 91,760   91,760 I By Five Boys Investments ULC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wilson Dennis J.
400 - 1818 CORNWALL AVENUE
VANCOUVER, A1 V6J 1C7
  X   X    

Signatures

 /s/ Dennis J. Wilson by Winston Cummins, Attorney-in-Fact   09/10/2014
**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) Shares surrendered on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under Rule 16b-6b.
(2) Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.
(3) No expiration date.
(4) Reflects the transfer by the reporting person to W51008759 Holdings Ltd. (f/k/a 1008759 B.C. Ltd.), an entity beneficially owned by the reporting person, of 20,105,279 exchangeable common shares of Lulu Canadian Holding, Inc. in a transaction exempt pursuant to Rule 16a-13.
(5) The reported transaction reflects the reporting person's gift of shares of lululemon athletica inc. to a registered charity for philanthropic purposes. The shares were subsequently sold by the registered charity pursuant to a Stock Purchase Agreement dated August 7, 2014, by and among the reporting person, the registered charity, affiliates of Advent International and the other parties set forth on the signature page thereto.
(6) The sale reported in this Form 4 was effected pursuant to a Stock Purchase Agreement dated August 7, 2014, by and among the reporting person, affiliates of Advent International and the other parties set forth on the signature page thereto.

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