SEC Form 4 · accession 0001179110-18-010998
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
Aug 27, 2018
Accepted (ET)
Aug 29, 2018 · 5:15 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,F4 | Aug 27, 2018 | S | 67,000 | $5.9028 | D | 533,000 | I | See footnote 3 and 4 |
| Common StockF5,F6,F3,F4 | Aug 28, 2018 | S | 133,000 | $5.7367 | D | 400,000 | I | See footnote 3 and 4 |
| Common StockF7,F8,F3,F4 | Aug 29, 2018 | S | 400,000 | $5.8401 | D | 0 | I | See footnote 3 and 4 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 62,550 shares of the Issuer's common stock sold by Seidler Equity Partners III, L.P. ("SEP III") and 4,450 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.73 to $6.135, 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.
- F3Represents 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 III and Omnibus GP, LLC ("Omnibus GP") is the general partner of SK Capital. In addition, Seidler Kutsenda Management Company, LLC ("SKMC") serves as the investment manager 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 shares owned 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 by SEP 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 and SKMC 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...
- F4..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.
- F5Includes 124,167 shares of the Issuer's common stock sold by SEP III and 8,833 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.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.69 to $5.79, 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.
- F7Includes 373,434 shares of the Issuer's common stock sold by SEP III and 26,566 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.80 to $6.00, 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.
Remarks
Director by deputization