Edgar Filing: SPORTSMAN'S WAREHOUSE HOLDINGS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Seidler Kutsenda Management Company, LLC

2. Issuer Name and Ticker or Trading Symbol
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. [SPWH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

4640 ADMIRALTY WAY, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2016

(Street)

MARINA DEL REY, CA 90292

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/22/2016		S		445,263 ⁽¹⁾	D	$ 10.77	4,155,448 ⁽²⁾	I	See footnote 2
Common Stock	04/22/2016		S		454,737 ⁽³⁾	D	$ 10.77	4,243,863 ⁽⁴⁾	I	See footnote 4

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Seidler Kutsenda Management Company, LLC 4640 ADMIRALTY WAY SUITE 1200 MARINA DEL REY, CA 90292	X	X
SEIDLER EQUITY PARTNERS III L P 4640 ADMIRALTY WAY SUITE 1200 MARINA DEL REY, CA 90292	X	X
SEP SWH Holdings GP, LLC 4640 ADMIRALTY WAY SUITE 1200 MARINA DEL REY, CA 90292	X	X
SEP SWH Holdings, L.P. 4640 ADMIRALTY WAY SUITE 1200 MARINA DEL REY, CA 90292	X	X
New SEP SWH Holdings, L.P. 4640 ADMIRALTY WAY SUITE 1200 MARINA DEL REY, CA 90292	X	X

Signatures

Seidler Kutsenda Management Company, LLC, /s/ Eric Kutsenda		04/22/2016
^**Signature of Reporting Person		Date
Seidler Equity Partners III, L.P., By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President		04/22/2016
^**Signature of Reporting Person		Date
SEP SWH Holdings GP, LLC, By: Seidler Equity Partners III, L.P., its sole member, By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President		04/22/2016
^**Signature of Reporting Person		Date
SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President		04/22/2016
^**Signature of Reporting Person		Date
New SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President		04/22/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of the Issuer's common stock sold by SEP SWH Holdings, L.P. pursuant to the underwriters' exercise on April 22, 2016 of their option to purchase additional shares in connection with an underwritten public offering at a price per share of $10.77, after deducting underwriting discounts and commissions of $0.4781 per share.
(2)	Represents the beneficial ownership of shares of the Issuer's common stock owned by SEP SWH Holdings, L.P.
(3)	Represents shares of the Issuer's common stock sold by New SEP SWH Holdings, L.P. pursuant to the underwriters' exercise on April 22, 2016 of their option to purchase additional shares in connection with an underwritten public offering at a price per share of $10.77, after deducting underwriting discounts and commissions of $0.4781 per share.
(4)	Represents the beneficial ownership of shares of the Issuer's common stock owned by New SEP SWH Holdings, L.P.
Remarks: Please see Exhibit 99

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