Sec Form 4 Filing - Debney P. James @ SMITH & WESSON HOLDING CORP - 2016-03-07

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 Debney P. James 2. Issuer Name and Ticker or Trading Symbol SMITH & WESSON HOLDING CORP [ SWHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2100 ROOSEVELT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2016 (Street) SPRINGFIELD, MA01104 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)

03/08/2016 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 03/07/2016 M 25,000 A $ 3.92 287,196 D Common Stock 03/07/2016 M 11,428 A $ 3.57 298,624 D Common Stock 03/07/2016 M 25,000 A $ 3.57 323,624 D Common Stock 03/07/2016 M 41,200 A $ 8.89 364,824 D Common Stock 03/07/2016 S( 1 ) 102,128 D $ 26.1833 ( 2 ) 262,696 D Common Stock 03/07/2016 S( 1 ) 500 D $ 26.968 ( 3 ) 262,196 D Common Stock 03/08/2016 M 13,572 A $ 3.57 275,768 D Common Stock M 92,133 A $ 8.89 367,901 D Common Stock 03/08/2016 S( 1 ) 105,705 D $ 26.0807 ( 4 ) 262,196 D Common Stock 03/09/2016 M 100,000 A $ 4.56 362,196 D Common Stock 03/09/2016 S( 1 ) 100,000 D $ 27.45 262,196 D Common Stock 03/09/2016 S( 1 ) 24,731 D $ 28.1 237,465 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 Employee Stock Option (Right to Buy) $ 3.92 03/07/2016 M 25,000 ( 5 ) 08/02/2020 Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.57 03/07/2016 M 11,428 ( 6 ) 07/12/2021 Common Stock 11,428 $ 0 13,572 D Employee Stock Option (Right to Buy) $ 3.57 03/07/2016 M 25,000 ( 7 ) 07/12/2021 Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 8.89 03/07/2016 M 41,200 ( 8 ) 09/26/2021 Common Stock 41,200 $ 0 158,800 D Employee Stock Option (Right to Buy) $ 3.57 03/08/2016 M 13,572 ( 6 ) 07/12/2021 Common Stock 13,572 $ 0 0 D Employee Stock Option (Right to Buy) $ 8.89 03/08/2016 M 92,133 ( 8 ) 09/26/2021 Common Stock 92,13 3 $ 0 66,667 D Employee Stock Option (Right to Buy) $ 4.56 03/09/2016 M 100,000 ( 9 ) 11/09/2019 Common Stock 100,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Debney P. James 2100 ROOSEVELT AVENUE SPRINGFIELD, MA01104 X President and CEO Signatures Robert J. Cicero, as attorney-in-fact 03/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were sold pursuant to a 10b5-1 Trading Plan dated December 17, 2015. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.95 to $26.90, inclusive. The reporting person undertakes to provide to Smith & Wesson Holding Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.96 to $26.98, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.95 to $26.10, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the August 2, 2010 date of grant. ( 6 )The total number of options granted vested and became exercisable on the first anniversary of the July 12, 2011 date of grant. ( 7 )One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the July 12, 2011 date of grant. ( 8 )One-third of the total number of options granted vested and became exercisable on the April 10, 2013 date of grant and one-third of the total number of options granted vested and became exercisable on each of September 26, 2013 and September 26, 2014. ( 9 )One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the November 9, 2009 date of grant.

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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