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)
Chief Innovation and Branding
(Last)
(First)
(Middle)
400 - 1818 CORNWALL AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2012
(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 01/04/2012   C(1)   200,000 A (2) 200,000 D  
Common Stock 01/04/2012   S(3)   75,000 D $ 50.2528 (4) 125,000 D  
Common Stock 01/04/2012   S(3)   50,000 D $ 51.0183 (5) 75,000 D  
Common Stock 01/05/2012   C(1)   200,000 A (2) 275,000 D  
Common Stock 01/05/2012   S(3)   75,000 D $ 51.5204 (6) 200,000 D  
Common Stock 01/05/2012   S(3)   51,800 D $ 52.1723 (7) 148,200 D  
Common Stock               10,328,858 I By Lipo Investments (USA) Inc.

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. (2) 01/04/2012   C(8)     200,000   (9)   (10) Common Stock 200,000 $ 0 33,385,456 D  
Exchangeable Shares of Lulu Canadian Holding, Inc. (2) 01/05/2012   C(8)     200,000   (9)   (10) Common Stock 200,000 $ 0 33,185,456 D  

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   Chief Innovation and Branding  

Signatures

 Dennis Wilson, by David Negus, Attorney-in-Fact   01/06/2012
**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 obtained on conversion of exchangeable shares of Lulu Canadian Holding, Inc. for shares of lululemon athletica inc. for no consideration, exempt under 16b-6b.
(2) 1 to 1 exchange ratio.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 14, 2010.
(4) Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.54, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(5) Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $51.00 to $51.08, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(6) Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $51.25 to $51.81, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(7) Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $52.00 to $52.5075, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(8) 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.
(9) Immediately exchangeable for shares of lululemon common stock on a 1-to-1 ratio.
(10) No expiration date.

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