0001179110-18-009776.txt : 20180717 0001179110-18-009776.hdr.sgml : 20180717 20180717184221 ACCESSION NUMBER: 0001179110-18-009776 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180713 FILED AS OF DATE: 20180717 DATE AS OF CHANGE: 20180717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seidler Kutsenda Management Company, LLC CENTRAL INDEX KEY: 0001604933 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 18957390 BUSINESS ADDRESS: STREET 1: 4640 ADMIRALTY WAY STREET 2: SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: 4640 ADMIRALTY WAY STREET 2: SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIDLER EQUITY PARTNERS III L P CENTRAL INDEX KEY: 0001355140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36401 FILM NUMBER: 18957391 BUSINESS ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 213-683-4622 MAIL ADDRESS: STREET 1: C/O SEIDLER KUTSENDA MANAGEMENT COMPANY STREET 2: 4640 ADMIRALTY WAY, SUITE 1200 CITY: MARINA DEL REY STATE: CA ZIP: 90292 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSMAN'S WAREHOUSE HOLDINGS, INC. CENTRAL INDEX KEY: 0001132105 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 391795614 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 7035 HIGH TECH DRIVE CITY: MIDVALE STATE: UT ZIP: 84047-3706 BUSINESS PHONE: 801-556-6681 MAIL ADDRESS: STREET 1: 7035 HIGH TECH DRIVE CITY: MIDVALE STATE: UT ZIP: 84047-3706 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSMAN'S WAREHOUSE HOLDINGS, INC DATE OF NAME CHANGE: 20131211 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSMANS WAREHOUSE HOLDINGS INC DATE OF NAME CHANGE: 20010109 4 1 edgar.xml FORM 4 - X0306 4 2018-07-13 0 0001132105 SPORTSMAN'S WAREHOUSE HOLDINGS, INC. SPWH 0001604933 Seidler Kutsenda Management Company, LLC 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 0 0 0001355140 SEIDLER EQUITY PARTNERS III L P 4640 ADMIRALTY WAY, SUITE 1200 MARINA DEL REY CA 90292 1 0 0 0 Common Stock 2018-07-13 4 S 0 30000 5.2637 D 3542652 I See footnote 3 Common Stock 2018-07-16 4 S 0 20000 5.2777 D 3522652 I See footnote 3 Common Stock 2018-07-17 4 S 0 15000 5.3848 D 3507652 I See footnote 3 Includes 28,007 shares of the Issuer's common stock sold by Seidler Equity Partners III, L.P. ("SEP III") and 1,993 shares of the Issuer's common stock sold by SK Capital Holdings. L.P. ("SK Capital"). The shares were sold pursuant to a Rule 10b5-1 plan previously entered into by SEP III and SK Capital. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.25 to $5.30, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Represents the total beneficial ownership of shares of the Issuer's common stock owned by SEP III and SK Capital. SEM III, LLC ("SEM III") is the general partner of SEP III and Omnibus GP, LLC ("Omnibus GP") is the general partner of SK Capital. In addition, Seidler Kutsenda Management Company, LLC ("SKMC") serves as the investment manager of SEP III. SEM III and Omnibus GP, as the general partners of SEP III and SK Capital, respectively, have ultimate voting and dispositive power over all of the shares owned by SEP III and SK Capital, respectively. SEM III and SKMC may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own the common stock held by SEP III, and Omnibus GP may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own the common stock held by SK Capital. SEM III, Omnibus GP and SKMC disclaim beneficial ownership of the shares of common stock held by SEP III and SK Capital, as applicable, except to the extent of their indirect... ..pecuniary interests, if any, in those shares. Mr. Christopher Eastland, a member of our Board of Directors since August 2009, is an officer of SK Capital and SEM III. Includes 18,672 shares of the Issuer's common stock sold by SEP III and 1,328 shares of the Issuer's common stock sold by SK Capital. The shares were sold pursuant to a Rule 10b5-1 plan previously entered into by SEP III and SK Capital. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.26 to $5.30, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Includes 14,004 shares of the Issuer's common stock sold by SEP III and 996 shares of the Issuer's common stock sold by SK Capital. The shares were sold pursuant to a Rule 10b5-1 plan previously entered into by SEP III and SK Capital. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.35 to $5.415, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Director by deputization Eric Kutsenda 2018-07-17 Chris Eastland 2018-07-17