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
|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*
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)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
|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|
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. Grant of restricted stock units that vest in twelve substantially equal installments, subject to the Reporting Person's continued service as a director through each vesting date, with the first installment vesting one month following the date of grant and an additional installment vesting on each monthly anniversary of the date of grant thereafter for the next eleven months. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock.|
|/s/ Jeff White, Attorney-in-Fact||05/27/2022|
|** 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 Jon Barker and Jeff White of Sportsman’s Warehouse Holdings, Inc. (the “Company”) 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:
any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);
any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
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:
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
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.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.
Date: May 26, 2022
/s/ Richard McBee
Name: Richard McBee