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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Talbot Kevan P C/O SPORTSMAN'S WAREHOUSE HOLDINGS, INC. 7035 S HIGH TECH DR MIDVALE, UT 84047 |
CFO & Secretary | |||
| /s/ Kevan P. Talbot | 07/07/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | These shares were acquired under the Sportsman's Warehouse Holdings, Inc. Employee Stock Purchase Plan. |
| (2) | Includes 21,700 shares of restricted stock, which are scheduled to vest as to one-third of the shares awarded on each of the first, second and third anniversaries of the April 16, 2016 grant date, subject to the Reporting Person's continued employment. |
| (3) | Includes 10,849 shares of restricted stock granted by the Issuer to the Reporting Person on April 16, 2016. The restricted stock is subject to performance-based vesting requirements determined with respect to the Issuer's performance during fiscal year 2016. The maximum number of shares subject to the award are reported in the table above and the "target" number of shares subject to the award is two-thirds of the maximum number reported. Following the end of the performance period, the number of shares eligible to vest, based on actual performance, will be between zero and the maximum number of shares reported. The shares eligible to vest based on performance will then vest, subject to the Reporting Person's continued employment, as to one-third of such shares following the end of the performance period and as to an additional one-third of such shares on each of the second and third anniversaries of the grant date. |
| (4) | The Reporting Person, through his revocable trust, and his wife, through her revocable trust, are the sole general members of Pit Stop Properties, LLC (the "LLC"). The Reporting Person, his wife and four additional individuals have investor member interests in the LLC. The Reporting Person disclaims beneficial ownership of the common stock of the Issuer held by the LLC except to the extent of his pecuniary interest. |