0001209191-15-072556.txt : 20150930 0001209191-15-072556.hdr.sgml : 20150930 20150930161332 ACCESSION NUMBER: 0001209191-15-072556 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150930 FILED AS OF DATE: 20150930 DATE AS OF CHANGE: 20150930 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: 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: 151133888 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: 151133890 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 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: 151133891 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: 151133892 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: 151133889 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 doc4.xml FORM 4 SUBMISSION X0306 4 2015-09-30 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 0001355140 SEIDLER EQUITY PARTNERS III 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 0001604941 New SEP SWH Holdings, L.P. 4640 ADMIRALTY WAY SUITE 1200 MARINA DEL REY CA 90292 1 0 1 0 Common Stock 2015-09-30 4 S 0 3017895 12.25 D 7890227 I See footnote 2 Common Stock 2015-09-30 4 S 0 3082105 12.25 D 8058106 I See footnote 4 Represents shares of the Issuer's common stock sold by SEP SWH Holdings, L.P. in an underwritten public offering completed on September 30, 2015. Represents the beneficial ownership of shares of the Issuer's common stock owned by SEP SWH Holdings, L.P. Represents shares of the Issuer's common stock sold by New SEP SWH Holdings, L.P. in an underwritten public offering completed on September 30, 2015. Represents the beneficial ownership of shares of the Issuer's common stock owned by New SEP SWH Holdings, L.P. Please see Exhibit 99 Eric Kutsenda, as Attorney-in-Fact 2015-09-30 Christopher Eastland 2015-09-30 Christopher Eastland 2015-09-30 Christopher Eastland 2015-09-30 Christopher Eastland 2015-09-30 EX-99 2 attachment1.htm EX-99 DOCUMENT

Exhibit 99

The amount of securities reported as beneficially owned includes 7,890,227
shares of the Issuer's common stock held of record by SEP SWH Holdings, L.P.
("SEP") and 8,058,106 shares of the Issuer's common stock held of record by New
SEP SWH Holdings, L.P. ("New SEP" and, together with SEP, the "SEP Funds").

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, and (v) New SEP (together with SKMC, SEP
III, SEP GP, and SEP, the "Reporting Persons"). SEP GP is the general partner of
both SEP and New SEP, and SEP III is the sole member of SEP GP. SKMC, as the
investment manager of SEP III, has ultimate voting and dispositive power over
all of the shares owned by the SEP Funds.  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 the SEP Funds,
except to the extent of their respective indirect pecuniary interests, if any,
in those shares. The Reporting Persons are 10% owners of the Issuer's common
stock.  The Reporting Persons also may be deemed a director as they have
representatives serving on the Issuer's board of directors.  Leonard Lee and
Christopher Eastland currently serve as representatives of the Reporting Persons
on the Issuer's board of directors. Each of SKMC, SEP III and SEP GP 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 the SEP Funds and each of SKMC, SEP III and SEP GP disclaim beneficial
ownership of the shares of the Issuer's common stock reported herein, except to
the extent of their respective indirect pecuniary interests therein, if any, in
those shares.