Larry Kraus Form 4 Ollie's Bargain Outlet / Larry Kraus 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^*

Kraus Larry

(Last) (First) (Middle)

C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC

6295 ALLENTOWN BLVD., SUITE 1

(Street)

HARRISBURG PA 17112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ollie's Bargain Outlet Holdings, Inc. [ OLLI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CIO

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

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, par value $0.001 per share	03/22/2024		M(1)		457	A	$0(2)	3,385	D
Common Stock, par value $0.01 per share	03/22/2024		F(3)		215	D	$78.17(4)	3,170	D
Common Stock, par value $0.01 per share	03/23/2024		M(1)		862	A	$0(2)	4,032	D
Common Stock, par value $0.01 per share	03/23/2024		F(3)		406	D	$78.17(4)	3,626	D
Common Stock, par value $0.01 per share	03/24/2024		M(1)		847	A	$0(2)	4,473	D
Common Stock, par value $0.01 per share	03/24/2024		F(3)		346	D	$78.17(4)	4,127	D
Common Stock, par value $0.01 per share	03/25/2024		M(1)		1,194	A	$0(2)	5,321	D
Common Stock, par value $0.01 per share	03/25/2024		F(3)		488	D	$79.36(9)	4,833	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
Restricted Stock Units	(5)	03/22/2024		M(1)			457	(6)	(6)	Common Stock	457	$0	458	D
Restricted Stock Units	(5)	03/23/2024		M(1)			862	(7)	(7)	Common Stock	862	$0	2,587	D
Restricted Stock Units	(5)	03/24/2024		M(1)			847	(8)	(8)	Common Stock	847	$0	0	D
Restricted Stock Units	(5)	03/25/2024		M(1)			1,194	(10)	(10)	Common Stock	1,194	$0	2,386	D

Explanation of Responses:

1. Represents the conversion upon vesting of a restricted stock award into common stock.

2. Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis.

3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units.

4. The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 22, 2024.

5. Each of the RSUs represents a contingent right to receive one share of Common Stock at vesting.

6. The RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, March 22, 2021, subject to continued service through each applicable vesting date. The reporting person was granted 1,831 RSUs, of which 458 of the RSUs vested on March 22, 2022; 458 of the RSUs vested on March 22, 2023; 457 of the RSUs vested on March 22, 2024; and 458 of the RSUs vest on March 22, 2025.

7. The RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, March 23, 2023, subject to continued service through each applicable vesting date. The reporting person was granted 3,449 RSUs, of which 862 of the RSUs vested on March 23, 2024; 863 of the RSUs vest on March 23, 2025; 862 of the RSUs vest on March 23, 2026; and 862 of the RSUs vest on March 23, 2027.

8. The RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, March 24, 2020, subject to continued service through each applicable vesting date. The reporting person was granted 3,390 RSUs, of which 848 of the RSUs vested on March 24, 2021; 847 of the RSUs vested on March 24, 2022; 848 of the RSUs vested on March 24, 2023; and 847 of the RSUs vested on March 24, 2024.

9. The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 25, 2024.

10. The RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, March 25, 2022, subject to continued service through each applicable vesting date. The reporting person was granted 4,773 RSUs, of which 1,194 of the RSUs vested on March 25, 2023; 1,193 of the RSUs vested on March 25, 2024; 1,193 of the RSUs vest on March 25, 2025; and 1,193 of the RSUs vest on March 25, 2026.

Remarks:

	/s/ James J. Comitale as Attorney-In-Fact	03/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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