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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BURGOYNE CELESTE
2. Issuer Name and Ticker or Trading Symbol

lululemon athletica inc. [ LULU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP Americas
(Last)          (First)          (Middle)

C/O LULULEMON ATHLETICA INC., 1818 CORNWALL AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/26/2020
(Street)

VANCOUVER, A1 V6J 1C7
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units  (1)3/26/2020  A   9899     (2)3/31/2020 Common Stock 9899 $0 9899 D  
Performance Share Units  (3)3/26/2020  A   1690     (2)3/31/2020 Common Stock 1690 $0 1690 D  

Explanation of Responses:
(1) Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The performance share units were granted on March 31, 2017, with respect to the three-year period ending at the end of fiscal 2019. The issuer certified the achievement of the performance goals on March 26, 2020.
(2) The performance share units vest on March 31, 2020, subject to continued employment through that date.
(3) Each performance share unit represents a contingent right to receive one share of the issuer's common stock. The performance share units were granted on June 13, 2017, with respect to the three-year period ending at the end of fiscal 2019. The issuer certified the achievement of the performance goals on March 26, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BURGOYNE CELESTE
C/O LULULEMON ATHLETICA INC.
1818 CORNWALL AVENUE
VANCOUVER, A1 V6J 1C7


EVP Americas

Signatures
/s/ Celeste Burgoyne by Alex Grieve, Attorney-in-fact3/30/2020
**Signature of Reporting PersonDate

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