Sec Form 3 Filing - Osborne Scott @ 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 Osborne Scott 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, Store Operations (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) $ 6.48 ( 1 ) 09/28/2022 Common Stock 0 D Option (right to buy) $ 11.54 ( 2 ) 03/10/2025 Common Stock 3,450 D Option (right to buy) $ 16 ( 3 ) 07/15/2025 Common Stock 938 D Option (right to buy) $ 20.26 ( 4 ) 03/07/2026 Common Stock 1,747 D Option (right to buy) $ 32.2 ( 5 ) 03/22/2027 Common Stock 2,884 D Option (right to buy) $ 58.9 ( 6 ) 03/28/2028 Common Stock 3,090 D Option (right to buy) $ 79.89 ( 7 ) 03/20/2029 Common Stock 4,813 D Option (right to buy) $ 88.5 ( 8 ) 06/24/2029 Common Stock 1,044 D Restricted Stock Units $ 88.5 ( 9 ) 06/24/2023( 9 ) Common Stock 311 ( 10 ) D Option (right to buy) $ 41.49 ( 11 ) 03/24/2030 Common Stock 7,669 D Restricted Stock Units $ 41.49 ( 12 ) 03/24/2024( 12 ) Common Stock 2,410 ( 10 ) D

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

Explanation of Responses:

( 1 )Options vested and became exercisable in 20% installments on each anniversary date of the grant, September 28, 2012, subject to continued service through each applicable vesting date. The reporting person was granted 115,000 options, of which 23,000 of the options vested on September 28, 2013; 23,000 of the options vested on September 28, 2014; 23,000 of the options vested on September 28, 2015, 23,000 of the options vested on September 28, 2016 and 23,000 of the options vested on September 28, 2017. ( 2 )Options vested and became exercisable in 20% installments on each anniversary date of the grant, March 10, 2015, subject to continued service through each applicable vesting date. The reporting person was granted 17,250 options, of which 3,450 of the options vested on March 10, 2016; 3,450 of the options vested on March 10, 2017; 3,450 of the options vested on March 10, 2018, 3,450 of the options vested on March 10, 2019 and 3,450 of the options vested on March 10, 2020. ( 3 )Options vested and became exercisable in 25% installments on each anniversary date of the grant, July 15, 2015, subject to continued service through each applicable vesting date. The reporting person was granted 3,750 options, of which 937 of the options vested on July 15, 2016; 938 of the options vested on July 15, 2017; 937 of the options vested on July 15, 2018 and 938 of the options vested on July 15, 2019. ( 4 )Options vested and became exercisable in 25% installments on each anniversary date of the grant, March 7, 2016, subject to continued service through each applicable vesting date. The reporting person was granted 6,988 options, of which 1,747 of the options vested on March 7, 2017; 1,747 of the options vested on March 7, 2018; 1,747 of the option s vested on March 7, 2019 and 1,747 of the options vested on March 7, 2020. ( 5 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 22, 2017, subject to continued service through each applicable vesting date. The reporting person was granted 5,767 options, of which 1,441 of the options vested on March 22, 2018; 1,442 of the options vested on March 22, 2019; 1,442 of the options vested on March 22, 2020 and 1,442 of the options will vest on March 22, 2021. ( 6 )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 4,120 options, of which 1,030 of the options vested on March 28, 2019; 1,030 of the options vested on March 28, 2020; 1,030 of the options will vest on March 28, 2021 and 1,030 of the options will vest on March 28, 2022. ( 7 )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 4,813 options, of which 1,203 of the options vested on March 20, 2020; 1,203 of the options will vest on March 20, 2021; 1203 of the options will vest on March 20, 2022 and 1,204 of the options will vest on March 20, 2023. ( 8 )Options vest and become exercisable in 25% installments on each anniversary date of the grant, June 24, 2019, subject to continued service through each applicable vesting date. The reporting person was granted 1,044 options, of which 261 of the options will vest on June 24, 2020; 261 of the options will vest on June 24, 2021; 261 of the options will vest on June 24, 2022 and 261 of the options will vest on June 24, 2023. ( 9 )The restricted stock units vest and become exercisable in 25% installments on each anniversary date of the grant, June 24, 2019, subject to continued service through each applicable vesting date. The reporting person was granted 311 restricted stock units, of which 77 of the restricted stock units will vest on June 24, 2020; 78 of the restricted stock units will vest on June 24, 2021; 78 of the restricted stock units will vest on June 24, 2022 and 78 of the restricted stock units will vest on June 24, 2023. ( 10 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 11 )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 7,669 options, of which 1,917 of the options will vest on March 24, 2021; 1,917 of the options will vest on March 24, 2022; 1,917 of the options will vest on March 24, 2023 and 1,918 of the options will vest on March 24, 2024. ( 12 )The restricted stock units 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 2,410 restricted stock units, of which 602 of the restricted stock units will vest on March 24, 2021; 603 of the restricted stock units will vest on March 24, 2022; 602 of the restricted stock units will vest on March 24, 2023 and 603 of the restricted stock units will vest on March 24, 2024.

Remarks: See Exhibit 24.1 - Power of Attorney.

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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