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.