Sec Form 3 Filing - Kraus Larry @ Ollie's Bargain Outlet Holdings, Inc. - 2020-05-27

FORM 3 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 Kraus Larry 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) VP, CIO (Last) (First) (Middle) C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC, 6295 ALLENTOWN BOULEVARD, SUITE 1 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2020 (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

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 Option (right to buy) $ 31.15 ( 1 ) 02/06/2027 Common Stock 1,712 D Restricted Stock Units $ 31.15 02/06/2021 02/06/2021( 2 ) Common Stock 562 ( 3 ) D Option (right to buy) $ 58.9 ( 4 ) 03/28/2028 Common Stock 5,504 D Restricted Stock Units $ 58.9 03/28/2022 03/28/2022( 5 ) Common Stock 1,753 ( 3 ) D Option (right to buy) $ 79.89 ( 6 ) 03/20/2029 Common Stock 5,391 D Restricted Stock Units $ 79.89 03/20/2023 03/20/2023( 7 ) Common Stock 1,682 ( 3 ) D Option (right to buy) $ 41.49 ( 8 ) 03/24/2030 Common Stock 10,786 D Restricted Stock Units $ 41.49 03/24/2024 03/24/2024( 9 ) Common Stock 3,390 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kraus Larry C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC 6295 ALLENTOWN BOULEVARD, SUITE 1 HARRISBURG, PA17112 VP, CIO Signatures /s/ Robert Bertram, as Attorney In-Fact 06/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, February 6, 2017, subject to continued service through each applicable vesting date. The reporting person was granted 1,712 options, of which 428 of the options vested on February 6, 2018; 428 of the options vested on February 6, 2019; 428 of the options vested on February 6, 2020 and 428 of the options will vest on February 6, 2021. ( 2 )The restricted stock units vest in their entirety on February 6, 2021. ( 3 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 4 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 28, 2018, subject to continued service through each applicable vesting date. The reporting person was granted 5,504 options, of which 1,376 of the options vested on March 28, 2019; 1,376 of the options vested on March 28, 2020; 1,376 of the options will vest on March 28, 2021 and 1,376 of the options will vest on March 28, 2022. ( 5 )The restricted stock units vest in their entirety on March 28, 2022. ( 6 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 20, 2019, subject to continued service through each applicable vesting date. The reporting person was granted 5,391 options, of which 1,347 of the options vested on March 20, 2020; 1,348 of the options will vest on March 20, 2021; 1,348 of the options will vest on March 20, 2022 and 1,348 of the options will vest on March 20, 2023. ( 7 )The restricted stock units vest in their entirety on March 20, 2023. ( 8 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 24, 2020, subject to continued service through each applicable vesting date. The reporting person was granted 10,786 options, of which 2,696 of the options will vest on March 24, 2021; 2,697 of the options will vest on March 24, 2022; 2,696 of the options will vest on March 24, 2023 and 2,697 of the options will vest on March 24, 2024. ( 9 )The restricted stock units vest in their entirety on March 24, 2024.

Remarks: See Exhibit 24.1 - Power of Attorney.

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