SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 4640 ADMIRALTY WAY, SUITE 1200 |
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(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
04/16/2014
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3. Issuer Name and Ticker or Trading Symbol
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
[ SPWH ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common Stock |
13,489,000
|
D |
|
| Common Stock |
13,776,000
|
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 4640 ADMIRALTY WAY, SUITE 1200 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 4640 ADMIRALTY WAY, SUITE 1200 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 4640 ADMIRALTY WAY, SUITE 1200 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 4640 ADMIRALTY WAY, SUITE 1200 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 4640 ADMIRALTY WAY, SUITE 1200 |
|
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
Seidler Kutsenda Management Company, LLC, /s/ Christopher Eastland, as Attorney-in-Fact |
04/16/2014 |
|
Seidler Equity Partners III, L.P., By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President |
04/16/2014 |
|
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 |
04/16/2014 |
|
New SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President |
04/16/2014 |
|
SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President |
04/16/2014 |
|
** 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
5
(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. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of John V.
Schaefer, Kevan P. Talbot and Tania D. Moayedi, or any of them signing singly,
and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section
16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
Sportsman's Warehouse Holdings, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such forms with
the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of April, 2014.
Seidler Equity Partners III, L.P.
By: SEM III, LLC, its general partner
By: /s/ Christopher Eastland
-----------------------------------
Name: Christopher Eastland
Title: Vice President
SEP SWH Holdings GP, LLC
By: Seidler Equity Partners III, L.P.,
its sole member
By: SEM III, LLC, its general partner
By: /s/ Christopher Eastland
-----------------------------------
Name: Christopher Eastland
Title: Vice President
New SEP SWH Holdings, L.P.
By: SEP SWH Holdings GP, LLC,
its general partner
By: /s/ Christopher Eastland
-----------------------------------
Name: Christopher Eastland
Title: Vice President
SEP SWH Holdings, L.P.
By: SEP SWH Holdings GP, LLC,
its general partner
By: /s/ Christopher Eastland
-----------------------------------
Name: Christopher Eastland
Title: Vice President
Exhibit 24.2
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of John V.
Schaefer, Kevan P. Talbot, Christopher Eastland and Tania D. Moayedi, or any of
them signing singly, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section
16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
Sportsman's Warehouse Holdings, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such forms with
the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of April, 2014.
Seidler Kutsenda Management Company, LLC
By: /s/ Eric Kutsenda
-----------------------------------
Name: Eric Kutsenda
Title: Vice President
Exhibit 99
The amount of securities reported as beneficially owned includes 13,489,000
shares of the Issuer's common stock held of record by SEP SWH Holdings, L.P.
("SEP") and 13,776,000 shares of the Issuer's common stock held of record by New
SEP SWH Holdings, L.P. ("New SEP" and together with SEP, the "SEP Funds").
This Form 3 is being filed by (i) Seidler Kutsenda Management Company, LLC
("SKMC"), (ii) Seidler Equity Partners III, L.P ("SEP III"), (iii) SEP SWH
Holdings GP, LLC ("SEP GP"), (iv) SEP, and (v) New SEP (together with SKMC, SEP
III, SEP GP, and SEP, the "Reporting Persons"). SEP GP is the general partner of
both SEP and New SEP, and SEP III is the sole member of SEP GP. SKMC, as the
investment manager of SEP III, has ultimate sole voting and dispositive power
over all of the shares owned by the SEP Funds. The Reporting Persons are 10%
owners of the Issuer's common stock. The Reporting Persons also may be deemed a
director as they have representatives serving on the Issuer's board of
directors. Leonard Lee and Christopher Eastland currently serve as
representatives of the Reporting Persons on the Issuer's board of directors.
Each of SKMC, SEP III and SEP GP may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended to beneficially own the Issuer's
common stock reported herein and held by the SEP Funds and each of SKMC, SEP III
and SEP GP disclaim beneficial ownership of the shares of the Issuer's common
stock reported herein, except to the extent of their respective indirect
pecuniary interests therein, if any, in those shares.
