SEC Form 4 · accession 0001179110-18-007057
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. · SPWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SEIDLER EQUITY PARTNERS III L P
Director · 10% Owner
Seidler Kutsenda Management Company, LLC
Director · 10% Owner
Period of report
May 15, 2018
Accepted (ET)
May 17, 2018 · 5:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001132105
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 15, 2018 | S | 100,000 | $4.58 | D | 5,222,652 | I | See footnote 3 |
| Common StockF4,F3 | May 16, 2018 | S | 150,000 | $4.70 | D | 5,072,652 | I | See footnote 3 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 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.
- F2Includes 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.
- F3Represents 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.
- F4Includes 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.