<SEC-DOCUMENT>0001209191-14-027958.txt : 20140416
<SEC-HEADER>0001209191-14-027958.hdr.sgml : 20140416
<ACCEPTANCE-DATETIME>20140416180633
ACCESSION NUMBER:		0001209191-14-027958
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20140416
FILED AS OF DATE:		20140416
DATE AS OF CHANGE:		20140416

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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Schaefer John V.
		CENTRAL INDEX KEY:			0001414321

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36401
		FILM NUMBER:		14768307

	MAIL ADDRESS:	
		STREET 1:		C/O SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
		STREET 2:		7035 SOUTH HIGH TECH DRIVE
		CITY:			MIDVALE
		STATE:			UT
		ZIP:			84047
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
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<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2014-04-16</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001132105</issuerCik>
        <issuerName>SPORTSMAN'S WAREHOUSE HOLDINGS, INC.</issuerName>
        <issuerTradingSymbol>SPWH</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001414321</rptOwnerCik>
            <rptOwnerName>Schaefer John V.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SPORTSMAN?S WAREHOUSE HOLDINGS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>7035 SOUTH HIGH TECH DRIVE</rptOwnerStreet2>
            <rptOwnerCity>MIDVALE</rptOwnerCity>
            <rptOwnerState>UT</rptOwnerState>
            <rptOwnerZipCode>84047</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>President &amp; CEO</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2291666</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>1122528</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Includes 856,666 restricted stock units that, upon vesting, will be paid on a one-for-one basis in shares of the Issuer's common stock.  25% of these restricted stock units vested upon the effectiveness of the Issuer's Registration Statement on Form S-1 in connection with the Issuer's initial public offering (the &quot;Effective Date&quot;) and an additional 25% of these restricted stock units are scheduled to vest on each of the first three anniversaries of the Effective Date, subject to the reporting person's continued employment or service with the Issuer.</footnote>
        <footnote id="F2">Represents shares held by the Schaefer Family Exempt Trust, dated November 18, 2011.</footnote>
    </footnotes>

    <remarks>Exhibit List: Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Kevan P. Talbot, as Attorney-in-Fact</signatureName>
        <signatureDate>2014-04-16</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24

                               POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Kevan P. Talbot
and Tania D. Moayedi, or either of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the U.S. Securities and
                Exchange Commission (the "SEC") a Form ID, including amendments
                thereto, and any other documents necessary or appropriate to
                obtain codes and passwords enabling the undersigned to make
                electronic filings with the SEC of reports required by Section
                16(a) of the Securities Exchange Act of 1934 or any rule or
                regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of
                Sportsman's Warehouse Holdings, Inc. (the "Company"), Forms 3,
                4, and 5 in accordance with Section 16(a) of the Securities
                Exchange Act of 1934 and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such forms with
                the SEC and any stock exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 26th day of March, 2014.

                                        /s/ John Schaefer
                                        ---------------------------------------
                                            Signature

                                        John Schaefer
                                        ---------------------------------------
                                            Print Name
</PRE>
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</SEC-DOCUMENT>
