Buchanan Jeffrey D Form 4 SMITH & WESSON HOLDING / JEFFREY D BUCHANAN 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^*

BUCHANAN JEFFREY D

(Last) (First) (Middle)

2100 ROOSEVELT AVENUE

(Street)

SPRINGFIELD MA 01104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITH & WESSON HOLDING CORP [ SWHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2015

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	12/11/2015		M		5,000	A	$12.88	106,574(1)	D
Common Stock	12/11/2015		M		5,000	A	$4.44	111,574	D
Common Stock	12/11/2015		M		5,000	A	$5.79	116,574	D
Common Stock	12/11/2015		M		5,000	A	$3.69	121,574	D
Common Stock	12/11/2015		S(2)		20,000	D	$22.8588(3)	101,574	D
Common Stock	12/11/2015		S(2)		3,000	D	$22.7448(4)	98,574	D
Common Stock	12/11/2015		M		50,000	A	$3.73	148,574	D
Common Stock	12/11/2015		M		17,806	A	$3.57	166,380	D
Common Stock	12/11/2015		S(2)		67,406	D	$22.882(5)	98,974	D
Common Stock	12/11/2015		S(2)		400	D	$23.4088(6)	98,574	D
Common Stock	12/11/2015		M		21,601	A	$7.98	120,175	D
Common Stock	12/11/2015		S(2)		21,601	D	$23.0505(7)	98,574	D
Common Stock	12/15/2015		M		6,274	A	$3.73	104,848	D
Common Stock	12/15/2015		S(2)		6,274	D	$23.95	98,574	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
Director Stock Option (Right to Buy)	$12.88	12/11/2015		M			5,000	(8)	09/18/2016	Common Stock	5,000	$0.00	0	D
Director Stock Option (Right to Buy)	$4.44	12/11/2015		M			5,000	(9)	09/15/2018	Common Stock	5,000	$0.00	0	D
Director Stock Option (Right to Buy)	$5.79	12/11/2015		M			5,000	(10)	09/14/2019	Common Stock	5,000	$0.00	0	D
Director Stock Option (Right to Buy)	$3.69	12/11/2015		M			5,000	(11)	09/27/2020	Common Stock	5,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$3.73	12/11/2015		M			50,000	(12)	01/03/2021	Common Stock	50,000	$0.00	50,000	D
Employee Stock Option (Right to Buy)	$3.57	12/11/2015		M			17,806	(13)	07/12/2021	Common Stock	17,806	$0.00	0	D
Employee Stock Option (Right to Buy)	$7.98	12/11/2015		M			21,601	(14)	04/24/2022	Common Stock	21,601	$0.00	0	D
Employee Stock Option (Right to Buy)	$3.73	12/15/2015		M			6,274	(12)	01/03/2021	Common Stock	6,274	$0.00	43,726	D

Explanation of Responses:

1. Includes 1,129 shares acquired under the Issuer's Employee Stock Purchase Plan on September 30, 2015.

2. The shares were sold pursuant to a 10b5-1 Trading Plan dated September 24, 2015.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.40 to $23.30, inclusive. The reporting person undertakes to provide to Smith & Wesson Holding Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.46 to $23.00, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.40 to $23.39, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.40 to $23.42, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.95 to $23.17, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. 1/12th of the total number of options granted vested and became exercisable each month after the September 18, 2006 date of grant.

9. 1/12th of the total number of options granted vested and became exercisable each month after the September 15, 2008 date of grant.

10. 1/12th of the total number of options granted vested and became exercisable each month after the September 14, 2009 date of grant.

11. 1/12th of the total number of options granted vested and became exercisable each month after the September 27, 2010 date of grant.

12. One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the January 3, 2011 date of grant.

13. One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the July 12, 2011 date of grant.

14. One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the April 24, 2012 date of grant.

Remarks:

The reporting person is the Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer.

	Robert J. Cicero, attorney-in-fact	12/15/2015
	** Signature of Reporting Person	Date
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