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
 
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1. Name and Address of Reporting Person*
Barker Jon

(Last) (First) (Middle)
C/O SPORTSMAN'S WAREHOUSE
7035 SOUTH HIGH TECH DRIVE

(Street)
MIDVALE UT 84047

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2017
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
5. 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 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 20,523(1) I Shared Household
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
Explanation of Responses:
1. 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.
Remarks:
Exhibit List: Exhibit 24-Power of Attorney
Kevan P. Talbot, as Attorney-in-Fact 04/07/2017
** 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.
                               POWER OF ATTORNEY

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

      The undersigned hereby constitutes and appoints John V. Schaefer and Kevan
P.  Talbot  of  Sportsman's  Warehouse Holdings, Inc. (the "Company"), and Sarah
Levesque,  so  long as she is employed at O'Melveny & Myers LLP, outside counsel
to  the  Company,  as  his true and lawful attorney-in-fact and agent, with full
power  of  substitution  and resubstitution for him in his name and stead in any
and  all  capacities,  to sign and file for and on his 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.

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

Date: March 25, 2017

                                                                  /s/ Jon Barker
                                                                  --------------
                                                                      Jon Barker