SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Seidler Kutsenda Management Company, LLC

(Last) (First) (Middle)
4640 ADMIRALTY WAY
SUITE 1200

(Street)
MARINA DEL REY CA 90292

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. [ SPWH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 04/18/2016 S 2,968,421(1) D $10.77 4,600,711(2) I See footnote 2
Common Stock 04/18/2016 S 3,031,579(3) D $10.77 4,698,600(4) I See footnote 4
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 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: 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
1. Name and Address of Reporting Person*
Seidler Kutsenda Management Company, LLC

(Last) (First) (Middle)
4640 ADMIRALTY WAY
SUITE 1200

(Street)
MARINA DEL REY CA 90292

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SEIDLER EQUITY PARTNERS III L P

(Last) (First) (Middle)
4640 ADMIRALTY WAY
SUITE 1200

(Street)
MARINA DEL REY CA 90292

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SEP SWH Holdings GP, LLC

(Last) (First) (Middle)
4640 ADMIRALTY WAY
SUITE 1200

(Street)
MARINA DEL REY CA 90292

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SEP SWH Holdings, L.P.

(Last) (First) (Middle)
4640 ADMIRALTY WAY
SUITE 1200

(Street)
MARINA DEL REY CA 90292

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
New SEP SWH Holdings, L.P.

(Last) (First) (Middle)
4640 ADMIRALTY WAY
SUITE 1200

(Street)
MARINA DEL REY CA 90292

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of the Issuer's common stock sold by SEP SWH Holdings, L.P. in an underwritten public offering completed on April 18, 2016 at a price per share of $10.77, after deducting underwriting discounts and commissions of $0.4781 per share.
2. Represents the beneficial ownership of shares of the Issuer's common stock owned by SEP SWH Holdings, L.P.
3. Represents shares of the Issuer's common stock sold by New SEP SWH Holdings, L.P. in an underwritten public offering completed on April 18, 2016 at a price per share of $10.77, after deducting underwriting discounts and commissions of $0.4781 per share.
4. Represents the beneficial ownership of shares of the Issuer's common stock owned by New SEP SWH Holdings, L.P.
Remarks:
Please see Exhibit 99
Seidler Kutsenda Management Company, LLC, /s/ Eric Kutsenda 04/19/2016
Seidler Equity Partners III, L.P., By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President 04/19/2016
SEP SWH Holdings GP, LLC, By: Seidler Equity Partners III, L.P., its sole member, By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President 04/19/2016
SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President 04/19/2016
New SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President 04/19/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.