Sec Form 4 Filing - Talbot Kevan P @ SPORTSMAN'S WAREHOUSE HOLDINGS, INC. - 2019-01-18

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 Talbot Kevan P 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO & Secretary (Last) (First) (Middle) C/O SPORTSMAN'S WAREHOUSE, 7035 HIGH TECH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2019 (Street) MIDVALE, UT84047 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 01/18/2019 G V 15,000 D $ 0 359,507 I By the Kevan P. Talbot Revocable Trust Common Stock 84,808.541 ( 1 ) ( 2 ) ( 3 ) D Common Stock 15,000 I By Pit Stop Properties, LLC ( 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 (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 Talbot Kevan P C/O SPORTSMAN'S WAREHOUSE 7035 HIGH TECH DRIVE MIDVALE, UT84047 CFO & Secretary Signatures Kevan P Talbot 01/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 12,219 shares of restricted stock, which are scheduled to vest in equal installments on April 16, 2019, April 16, 2020 and April 16, 2021, subject to the ReportingPerson's continued employment. ( 2 )Includes 9,041 shares of restricted stock, which are scheduled to vest on April 16, 2019, subject to the Reporting Person's continued employment. ( 3 )Includes 33,333 restricted stock units, which are scheduled to vest in equal installments on April 16, 2019 and April 16, 2020, subject to the Reporting Person's continuedemployment. Each restricted stock unit represents the right to receive one share of the Issuer's common stock. ( 4 )The Reporting Person, through his revocable trust, and his wife, through her revocable trust, are the sole general members of Pit Stop Properties, LLC (the "LLC"). TheReporting Person, his wife and four additional individuals have investor member interests in the LLC. The Reporting Person disclaims beneficial ownership of the common stockof the Issuer held by the LLC except to the extent of his pecuniary interest.

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).

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