SEC Form 4 · accession 0001140361-17-011232
Ollie's Bargain Outlet Holdings, Inc. · OLLI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard Freedman
Officer — VP, Merchandising
Period of report
Mar 7, 2017
Accepted (ET)
Mar 9, 2017 · 5:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001639300
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 7, 2017 | M | 1,480 | $0.00 | A | 31,660 | D | |
| Common StockF4 | Mar 7, 2017 | F | 530 | $31.05 | D | 31,130 | D | |
| Common StockF6 | Mar 9, 2017 | S | 950 | $31.67 | D | 30,180 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | — | Mar 7, 2017 | M | 1,480 | D | — | — | Common Stock | 1,480 | 4,443 | D |
Explanation of responses
- F1Represents the conversion upon vesting restricted stock awards into common stock. The reporting person was granted 5,923 restricted stock units on March 7, 2016, of which 1,480 of the restricted stock units vested on March 7, 2017; 1,481 of the restricted stock units vest on March 7, 2018; 1,481 of the restricted stock units vest on March 7, 2019 and 1,481 of the restricted stock units vest on March 7, 2020.
- F2Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis.
- F3Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units.
- F4The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 7, 2017.
- F5Transactions made pursuant to an agreement adopted on January 4, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.65 to $31.70 per share, inclusive. The reporting person undertakes to provide to Ollie's Bargain Outlet Holdings, Inc., any security holder of Ollie's Bargain Outlet Holdings, Inc., 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 ranges set forth in footnote (6) to this Form 4.
- F7Each restricted stock award is the economic equivalent of one share of Ollie's Bargain Outlet Holdings, Inc. common stock.
- F8The reporting person was granted 5,923 restricted stock units on March 7, 2016, of which 1,480 of the restricted stock units vested on March 7, 2017. The common stock into which such vested restricted stock units converted on March 7, 2017 is reported in Table I on this Form 4. The remaining unvested stock units will continue to vest with 1,481 of the restricted stock units vesting on March 7, 2018; 1,481 of the restricted stock units vesting on March 7, 2019 and 1,481 of the restricted stock units vesting on March 7, 2020.