0001179110-16-033613.txt : 20161230 0001179110-16-033613.hdr.sgml : 20161230 20161230161906 ACCESSION NUMBER: 0001179110-16-033613 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161228 FILED AS OF DATE: 20161230 DATE AS OF CHANGE: 20161230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSMAN'S WAREHOUSE HOLDINGS, INC. CENTRAL INDEX KEY: 0001132105 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 391795614 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 7035 HIGH TECH DRIVE CITY: MIDVALE STATE: UT ZIP: 84047-3706 BUSINESS PHONE: 801-556-6681 MAIL ADDRESS: STREET 1: 7035 HIGH TECH DRIVE CITY: MIDVALE STATE: UT ZIP: 84047-3706 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSMAN'S WAREHOUSE HOLDINGS, INC DATE OF NAME CHANGE: 20131211 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSMANS WAREHOUSE HOLDINGS INC DATE OF NAME CHANGE: 20010109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIDLER EQUITY PARTNERS III L P CENTRAL INDEX KEY: 0001355140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 162077779 BUSINESS ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEP SWH Holdings GP, LLC CENTRAL INDEX KEY: 0001604943 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 162077781 BUSINESS ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New SEP SWH Holdings, L.P. CENTRAL INDEX KEY: 0001604941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 162077782 BUSINESS ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seidler Kutsenda Management Company, LLC CENTRAL INDEX KEY: 0001604933 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 162077783 BUSINESS ADDRESS: STREET 1: 4640 ADMIRALTY WAY STREET 2: SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: 4640 ADMIRALTY WAY STREET 2: SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEP SWH Holdings, L.P. CENTRAL INDEX KEY: 0001604938 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 162077780 BUSINESS ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 4 1 edgar.xml FORM 4 - X0306 4 2016-12-28 0 0001132105 SPORTSMAN'S WAREHOUSE HOLDINGS, INC. SPWH 0001604933 Seidler Kutsenda Management Company, LLC 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 1 0 0001604941 New SEP SWH Holdings, L.P. 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 1 0 0001604943 SEP SWH Holdings GP, LLC 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 1 0 0001604938 SEP SWH Holdings, L.P. 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 1 0 0001355140 SEIDLER EQUITY PARTNERS III L P 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 1 0 Common Stock 2016-12-28 4 J 0 4155448 0 D 0 I See footnote 2 Common Stock 2016-12-28 4 J 0 4243863 0 D 0 I See footnote 4 Common Stock 2016-12-28 4 J 0 4969138 0 A 4969138 I See footnote 6 SEP SWH Holdings, L.P. conducted a pro rata distribution to its limited partners of all shares of the Issuer's common stock owned by it. Represents the beneficial ownership of shares of the Issuer's common stock owned by SEP SWH Holdings, L.P. New SEP SWH Holdings, L.P. conducted a pro rata distribution to its limited partners of all shares of the Issuer's common stock owned by it Represents the beneficial ownership of shares of the Issuer's common stock owned by New SEP SWH Holdings, L.P. As part of the pro rata distribution by SEP SWH Holdings, L.P. and New SEP SWH Holdings, L.P. to their respective limited partners, Seidler Equity Partners III, L.P. received 2,493,269 and 2,475,869 shares of the Issuer's common stock, respectively. In prior reports, Seidler Equity Partners III, L.P. reported indirect beneficial ownership of all shares of the Issuer's common stock owned by SEP SWH Holdings, L.P. and New SEP SWH Holdings, L.P. Represents the beneficial ownership of shares of the Issuer's common stock owned by Seidler Equity Partners III, L.P. Please see Exhibit 99 Eric Kutsenda 2016-12-28 Chris Eastland 2016-12-29 Chris Eastland 2016-12-28 Chris Eastland 2016-12-28 Chris Eastland 2016-12-28 EX-99 2 ex99.txt EXHIBIT 99 EXHIBIT 99 This Form 4 is being filed by (i) Seidler Kutsenda Management Company, LLC ("SKMC"), (ii) Seidler Equity Partners III, L.P. ("SEP III"), (iii) SEP SWH Holdings GP, LLC ("SEP GP"), (iv) SEP SWH Holdings, L.P. ("SEP"), and (v) New SEP SWH Holdings, L.P. ("New SEP", and together with SKMC, SEP III, SEP GP, and SEP, the "Reporting Persons"). Prior to the distribution reported on this Form 4, SEP and New SEP each held of record shares of the Issuer's common stock. SEP GP is the general partner of both SEP and New SEP, SEP IIII is the sole member of SEP GP, and SKMC is the investment manager of SEP III. SEP GP, SEP III and SKMC were deemed to have beneficial ownership over all shares held by SEP and New SEP. Each of SEP and New SEP conducted a pro rata distribution to its limited partners of all shares of the Issuer's common stock owned by it. After the distributions, neither SEP nor NEW SEP hold any shares of the Issuer's common stock and neither are deemed to beneficially own any shares of the Issuer's common stock. SEP GP is also no longer deemed to have beneficial ownership over any shares of the Issuer's common stock after the distributions by SEP and New SEP. The amount of securities reported as beneficially owned after the distribution represents the shares of the Issuer's common stock held of record by SEP III, which SEP III received as a limited partner of each of SEP and New SEP. SKMC, as the investment manager of SEP III, has ultimate voting and dispositive power over all of the shares owned by SEP III. SKMC's Investment Committee makes all voting, investment and disposition decisions on behalf of SKMC. That committee is comprised of Peter Seidler, Robert Seidler and Eric Kutsenda. None of these individuals individually exercises control over SKMC, and therefore, each of them disclaims beneficial ownership over the shares owned by SEP III, except to the extent of their respective indirect pecuniary interests, if any, in those shares. SKMC and SEP III are 10% or more beneficial owners of the Issuer's common stock. The Reporting Persons also may be deemed a director as they have a representative serving on the Issuer's board of directors. Christopher Eastland currently serves as a representative of the Reporting Persons on the Issuer's board of directors. SKMC may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended to beneficially own the Issuer's common stock reported herein and held by SEP III and SKMC disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of its indirect pecuniary interests therein, if any, in those shares.