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SEC FORM 4 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*
EASTLAND CHRISTOPHER
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2020
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 09/09/2020 A 4,030(1) A $0 4,030 D
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 nine 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 eight months. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock. The grant of restricted stock units to the Reporting Person was made in connection with an amendment to the Issuer's Director Compensation Policy to remove the restriction on compensating employees of Seidler Equity Partners III, L.P. or its affiliates for their service on the Issuer's Board of Directors.
Remarks:
See exhibit 24.1 for Power of Attorney
/s/ Robert K. Julian, as attorney in fact 09/11/2020
** 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 144

                          IN RESPECT OF SECURITIES OF
                      SPORTSMAN'S WAREHOUSE HOLDINGS, INC.

      The  undersigned  hereby  constitutes  and appoints each of Jon Barker and
Robert Julian of Sportsman's Warehouse Holdings, Inc.(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: September 9, 2020

                  /s/ Christopher Eastland
            ---------------------------------
                    Christopher eastland