Sec Form 4 Filing - Stasz Jay @ Ollie's Bargain Outlet Holdings, Inc. - 2021-03-22

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stasz Jay 2. Issuer Name and Ticker or Trading Symbol Ollie's Bargain Outlet Holdings, Inc. [ OLLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, CFO (Last) (First) (Middle) C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC, 6295 ALLENTOWN BOULEVARD, SUITE 1 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2021 (Street) HARRISBURG, PA17112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share 03/22/2021 M( 1 ) 4,037 A $ 0 ( 2 ) 19,292 D Common Stock, par value $0.001 per share 03/22/2021 F( 3 ) 1,184 D $ 86.03 ( 4 ) 18,108 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 5 ) 03/22/2021 M( 1 ) 4,037 ( 6 ) ( 6 ) Common Stock 4,037 $ 0 0 D Employee stock Option (right to buy) $ 86.03 03/22/2021 A 7,613 ( 7 ) 03/22/2031 Common Stock 7,613 $ 0 7,613 D Restricted Stock Units ( 8 ) 03/22/2021 A 3,008 ( 9 ) ( 9 ) Common Stock 3,008 $ 0 3,008 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stasz Jay C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC 6295 ALLENTOWN BOULEVARD, SUITE 1 HARRISBURG, PA17112 SVP, CFO Signatures By: /s/ Robert Bertram as Attorney-In-Fact 03/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion upon vesting restricted stock awards into common stock. ( 2 )Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis. ( 3 )Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. ( 4 )The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 22, 2021. ( 5 )Each restricted stock award is the economic equivalent of one share of Ollie's Bargain Outlet Holdings, Inc. common stock. ( 6 )The restricted stock units granted on March 22, 2017 vested in their entirety on March 22, 2021. ( 7 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 22, 2021, subject to continued service through each applicable vesting date. The reporting person was granted 7,613 options, of which 1,903 of the options vest on March 22, 2022; 1,904 of the options vest on March 22, 2023; 1,903 of the options vest on March 22, 2024 and 1,903 of the options vest on March 22, 2025. ( 8 )Each restricted stock unit represents a contingent right to receive one share of common stock at settlement. ( 9 )The restricted stock units vest and become exercisable in 25% installments on each anniversary date of the grant, March 22, 2021, subject to continued service through each applicable vesting date. The reporting person was granted 3,008 restricted stock units, of which 752 of the restricted stock units vest on March 22, 2022; 752 of the restricted stock units vest on March 22, 2023; 752 of the restricted stock units vest on March 22, 2024 and 752 of the restricted stock units vest on March 22, 2025.

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).

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