Sportsman's Warehouse (SPWH) Form 4 SPORTSMAN'S WAREHOUSE / Jon Barker ownership change

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

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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^*

Barker Jon

(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
X	Officer (give title below)	Other (specify below)
PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021

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	03/16/2021		A		57,726(1)	A	$0	588,810.91(2)(3)(4)(5)	D
Common Stock	02/17/2022		A		57,726(1)	A	$0	646,536.91(2)(3)(4)(5)	D
Common Stock	03/15/2022		A		99,645(6)	A	$0	746,181.91(2)(3)(4)(5)	D
Common Stock	03/16/2022		D		9,036(7)	D	$11.76	737,145.91(2)(3)(4)(5)	D
Common Stock								22,623(8)	I	Shares Household

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. Represents shares of the Issuer's common stock vesting under performance-based restricted stock awards granted on March 25, 2020. The shares will vest on March 25, 2023, subject to the Reporting Person's continued employment with the Issuer.

2. Includes 39,896 restricted stock units are scheduled to vest in two substantially equal installments on March 16, 2023, and March 16, 2024, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

3. Includes 45,368 restricted stock units which are scheduled to vest in equal installments on April 16, 2022 subject to the Reporting Person's continued employment. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

4. Includes 106,297 restricted stock units which are scheduled to vest on April 16, 2022 subject to the Reporting Person's continued employment. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

5. Includes 57,726 restricted stock units which are scheduled to vest in two substantially equal installments on March 24, 2022 and March 24, 2023, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

6. Reflects the grant of restricted stock units by the Issuer to the Reporting Person on March 15, 2022. The restricted stock units are scheduled to vest in three substantially equal installments on March 15, 2023, March 15, 2024, and March 15, 2025, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

7. Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of restricted stock units previously granted to the Reporting Person.

8. 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.

	/s/ Jon Barker	03/22/2022
	** 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.