SEC Form 4 · accession 0001179110-18-009871
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
Period of report
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 4:38 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 | Jul 23, 2018 | S | 2,822,652 | $4.7763 | D | 685,000 | I | See Footnote 2 and 3 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 2,635,181 shares of the Issuer's common stock sold by Seidler Equity Partners III, L.P.("SEP III") and 187,471 shares of the Issuer's common stock sold by SK Capital Holdings,L.P. ("SK Capital"), in an underwritten public offering completed on July 23, 2018 at a price per share of $4.7763, after deducting underwriting discount and commission of $0.1537 per share.
- F2Represents the total beneficial ownership of shares of the Issuer's common stock owned by SEP III and SK Capital. SEM III, LLC ("SEM III") is the general partner of SEP IIIand Omnibus GP, LLC ("Omnibus GP") is the general partner of SK Capital. In addition, Seidler Kutsenda Management Company, LLC ("SKMC") serves as the investmentmanager of SEP III. SEM III and Omnibus GP, as the general partners of SEP III and SK Capital, respectively, have ultimate voting and dispositive power over all of the sharesowned by SEP III and SK Capital, respectively. SEM III and SKMC may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own the common stock held bySEP III, and Omnibus GP may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own the common stock held by SK Capital. SEM III, Omnibus GP andSKMC disclaim beneficial ownership of the shares of common stock held by SEP III and SK Capital, as applicable, except to the extent of their indirect...
- F3..pecuniary interests, if any, in those shares. Mr. Christopher Eastland, a member of the Issuer's Board of Directors since August 2009, is an officer of SK Capital and SEM III.
Remarks
Director by deputization