Sec Form 4 Filing - Cicero Robert J. @ SMITH & WESSON BRANDS, INC. - 2021-05-01

Insider filing report for Changes in Beneficial Ownership
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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
Cicero Robert J.
2. Issuer Name and Ticker or Trading Symbol
SMITH & WESSON BRANDS, INC. [ SWBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
2100 ROOSEVELT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2021
(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)
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 05/01/2021 F 452 ( 1 ) D $ 17.4 64,802 D
Common Stock 05/01/2021 F 3,434 ( 1 ) D $ 18.67 61,368 D
Common Stock 05/03/2021 A 6,963 ( 2 ) A $ 0 68,331 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
Performance Rights ( 3 ) 05/03/2021 A 20,888 ( 3 ) 05/03/2024 Common Stock 20,888 $ 0 20,888 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cicero Robert J.
2100 ROOSEVELT AVENUE
SPRINGFIELD, MA01104
See Remarks
Signatures
Robert J. Cicero, as attorney-in-fact 05/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.
( 2 )One-quarter of the restricted stock units shall vest on each of the first, second, third, and fourth anniversaries of the date of grant. Shares, net of tax withholding, will be delivered on each applicable vesting date.
( 3 )Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest based on stock performance over a three-year performance period, and shares, net of tax withholding, will be delivered on June 30, 2024. The number represents the maximum number of shares that may be delivered pursuant to the award, which is two times the target number of shares.

Remarks:
The reporting person is Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary.

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.
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