SEC Form 4 · accession 0001179110-18-007624
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 24, 2018
Accepted (ET)
May 29, 2018 · 5:26 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 | May 24, 2018 | S | 150,000 | $5.0341 | D | 4,922,652 | I | See footnote 2 |
| Common StockF3,F2 | May 25, 2018 | S | 70,000 | $5.1777 | D | 4,852,652 | I | See footnote 2 |
| Common StockF4,F5,F2 | May 29, 2018 | S | 160,000 | $5.22 | D | 4,692,652 | I | See footnote 2 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 140,037 shares of the Issuer's common stock sold by Seidler Equity Partners III, L.P. ("SEP III") and 9,963 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.
- F2Represents the total beneficial ownership of shares of the Issuer's common stock owned by SEP III and SK Capital. Seidler Kutsenda Management Company ("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.
- F3Includes 65,351 shares of the Issuer's common stock sold by SEP III and 4,649 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.
- F4Includes 149,373 shares of the Issuer's common stock sold by SEP III and 10,627 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.2207 to $5.2263, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.