Sec Form 4 Filing - Seidler Kutsenda Management Company, LLC @ SPORTSMAN'S WAREHOUSE HOLDINGS, INC. - 2018-05-15

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
Seidler Kutsenda Management Company, LLC
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)
(Last) (First) (Middle)
4640 ADMIRALTY WAY, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2018
(Street)
MARINA DEL REY, CA90292
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/15/2018 S 100,000 ( 1 ) D $ 4.58 5,222,652 ( 2 ) I See footnote 3 ( 3 )
Common Stock 05/16/2018 S 150,000 ( 4 ) D $ 4.7 5,072,652 I See footnote 3 ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Seidler Kutsenda Management Company, LLC
4640 ADMIRALTY WAY, SUITE 1200
MARINA DEL REY, CA90292
X X
SEIDLER EQUITY PARTNERS III L P
4640 ADMIRALTY WAY, SUITE 1200
MARINA DEL REY, CA90292
X X
Signatures
Eric Kutsenda 05/17/2018
Signature of Reporting Person Date
Chris Eastland 05/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 93,358.30 shares of the Issuer's common stock sold by Seidler Equity Partners III, L.P. ("SEP III") and 6,641.70 shares of the Issuer's common stock sold by SK Capital Holdings. L.P. ("SK Capital"). The shares were sold pursuant to a Rule 10b5-1 plan previously entered into by SEP III and SK Capital.
( 2 )Includes 353,514 shares of the Issuer's common stock held by SK Capital which were inadvertently omitted from the prior Form 4 filed by Seidler Kutsenda Management Company ("SKMC"). SK Capital received the 353,514 shares as part of the previously disclosed pro rata distribution by SEP SWH Holdings, LP. and New SEP SWH Holdings, L.P. to their respective limited partners.
( 3 )Represents the total beneficial ownership of shares of the Issuer's common stock owned by SEP III and SK Capital. SKMC is the investment manager of SEP III and the general partner of SK Capital. SKMC, as the investment manager of SEP III and the general partner of SK Capital, has ultimate voting and dispositive power over all of the shares owned by SEP III and SK Capital. SKMC may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own common stock held by SEP III and SK Capital. SKMC disclaims beneficial ownership of the shares of common stock, except to the extent of its indirect pecuniary interests, if any, in those shares. Mr. Christopher Eastland, a member of the Issuer's Board of Directors since August 2009, is a partner at SEP III and SK Capital.
( 4 )Includes 140,037.45 shares of the Issuer's common stock sold by SEP III and 9,962.55 shares of the Issuer's common stock sold by SK Capital. The shares were sold pursuant to a Rule 10b5-1 plan previously entered into by SEP III and SK Capital.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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