SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Barker Jon (Last) (First) (Middle) 1475 WEST 9000 SOUTH SUITE A (Street) WEST JORDAN UT 84088 (City) (State) (Zip)	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 10% Owner X Officer (give title below) Other (specify below) PRESIDENT AND CEO
	3. Date of Earliest Transaction (Month/Day/Year) 03/16/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2021		A		57,726(1)	A	$0	588,810.91(2)(3)(4)(5)	D
Common Stock	02/17/2022		A		57,726(1)	A	$0	646,536.91(2)(3)(4)(5)	D
Common Stock	03/15/2022		A		99,645(6)	A	$0	746,181.91(2)(3)(4)(5)	D
Common Stock	03/16/2022		D		9,036(7)	D	$11.76	737,145.91(2)(3)(4)(5)	D
Common Stock								22,623(8)	I	Shares Household

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's common stock vesting under performance-based restricted stock awards granted on March 25, 2020. The shares will vest on March 25, 2023, subject to the Reporting Person's continued employment with the Issuer.

2. Includes 39,896 restricted stock units are scheduled to vest in two substantially equal installments on March 16, 2023, and March 16, 2024, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

3. Includes 45,368 restricted stock units which are scheduled to vest in equal installments on April 16, 2022 subject to the Reporting Person's continued employment. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

4. Includes 106,297 restricted stock units which are scheduled to vest on April 16, 2022 subject to the Reporting Person's continued employment. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

5. Includes 57,726 restricted stock units which are scheduled to vest in two substantially equal installments on March 24, 2022 and March 24, 2023, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

6. Reflects the grant of restricted stock units by the Issuer to the Reporting Person on March 15, 2022. The restricted stock units are scheduled to vest in three substantially equal installments on March 15, 2023, March 15, 2024, and March 15, 2025, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

7. Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of restricted stock units previously granted to the Reporting Person.

8. Represents shares of the Issuer's common stock held by Karen Seaman with whom the Reporting Person shares a household. The Reporting Person disclaims beneficial ownership of these shares of the Issuer's common stock, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Jon Barker	03/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144IN RESPECT OF SECURITIES OFSPORTSMAN’S WAREHOUSE HOLDINGS, INC.

The undersigned hereby constitutes and appoints each of Jeff White of Sportsman’s Warehouse Holdings, Inc. (the “Company”) and John Paul Motley of Cooley LLP as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned’s name and stead in any and all capacities, to sign and file for and on the undersigned’s behalf, in respect of any acquisition, disposition or other change in ownership of any common stock of the Company, the following:

(i)

any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

(ii)

any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(iii)

any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

(iv)

any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(v)

any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

(vi)

any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to the attorney-in-fact to seek and obtain as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information.

The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

(i)

neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(ii)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

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IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date:                March 22, 2022

      /s/ Jon Barker      

Name: Jon Barker