<SEC-DOCUMENT>0001209191-14-027950.txt : 20140416
<SEC-HEADER>0001209191-14-027950.hdr.sgml : 20140416
<ACCEPTANCE-DATETIME>20140416180131
ACCESSION NUMBER:		0001209191-14-027950
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		4
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:			New SEP SWH Holdings, L.P.
		CENTRAL INDEX KEY:			0001604941
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36401
		FILM NUMBER:		14768279

	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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			SEP SWH Holdings GP, LLC
		CENTRAL INDEX KEY:			0001604943
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36401
		FILM NUMBER:		14768281

	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

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:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36401
		FILM NUMBER:		14768282

	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

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:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36401
		FILM NUMBER:		14768283

	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:			SEP SWH Holdings, L.P.
		CENTRAL INDEX KEY:			0001604938
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36401
		FILM NUMBER:		14768280

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?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>0001604933</rptOwnerCik>
            <rptOwnerName>Seidler Kutsenda Management Company, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>4640 ADMIRALTY WAY, SUITE 1200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MARINA DEL REY</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90292</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001355140</rptOwnerCik>
            <rptOwnerName>SEIDLER EQUITY PARTNERS III L P</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>4640 ADMIRALTY WAY, SUITE 1200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MARINA DEL REY</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90292</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001604943</rptOwnerCik>
            <rptOwnerName>SEP SWH Holdings GP, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>4640 ADMIRALTY WAY, SUITE 1200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MARINA DEL REY</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90292</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001604938</rptOwnerCik>
            <rptOwnerName>SEP SWH Holdings, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>4640 ADMIRALTY WAY, SUITE 1200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MARINA DEL REY</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90292</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001604941</rptOwnerCik>
            <rptOwnerName>New SEP SWH Holdings, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>4640 ADMIRALTY WAY, SUITE 1200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MARINA DEL REY</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90292</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>13489000</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>13776000</value>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by SEP SWH Holdings, L.P.</footnote>
        <footnote id="F2">The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by New SEP SWH Holdings, L.P.</footnote>
    </footnotes>

    <remarks>Please see Exhibit 99

Exhibit List:
Exhibit 99
Exhibit 24.1 - Power of Attorney
Exhibit 24.2 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>Seidler Kutsenda Management Company, LLC, /s/ Christopher Eastland, as Attorney-in-Fact</signatureName>
        <signatureDate>2014-04-16</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>Seidler Equity Partners III, L.P., By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President</signatureName>
        <signatureDate>2014-04-16</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>SEP SWH Holdings GP, LLC, By: Seidler Equity Partners III, L.P., its sole member, By: SEM III, LLC, its general partner, /s/ Christopher Eastland, Vice President</signatureName>
        <signatureDate>2014-04-16</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>New SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President</signatureName>
        <signatureDate>2014-04-16</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>SEP SWH Holdings, L.P., By: SEP SWH Holdings GP, LLC, its general partner, /s/ Christopher Eastland, Vice President</signatureName>
        <signatureDate>2014-04-16</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24.1

                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of John V.
Schaefer, Kevan P. Talbot and Tania D. Moayedi, or any 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 3rd day of April, 2014.

                                        Seidler Equity Partners III, L.P.
                                        By: SEM III, LLC, its general partner

                                        By: /s/ Christopher Eastland
                                            -----------------------------------
                                            Name: Christopher Eastland
                                            Title: Vice President


                                        SEP SWH Holdings GP, LLC
                                        By: Seidler Equity Partners III, L.P.,
                                            its sole member
                                        By: SEM III, LLC, its general partner

                                        By: /s/ Christopher Eastland
                                            -----------------------------------
                                            Name: Christopher Eastland
                                            Title: Vice President


                                        New SEP SWH Holdings, L.P.
                                        By: SEP SWH Holdings GP, LLC,
                                            its general partner

                                        By: /s/ Christopher Eastland
                                            -----------------------------------
                                            Name: Christopher Eastland
                                            Title: Vice President


                                        SEP SWH Holdings, L.P.
                                        By: SEP SWH Holdings GP, LLC,
                                            its general partner

                                        By: /s/ Christopher Eastland
                                            -----------------------------------
                                            Name: Christopher Eastland
                                            Title: Vice President
</PRE>
</BODY>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>attachment2.htm
<DESCRIPTION>EX-24.2 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24.2

                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of John V.
Schaefer, Kevan P. Talbot, Christopher Eastland and Tania D. Moayedi, or any 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 3rd day of April, 2014.

                                        Seidler Kutsenda Management Company, LLC

                                        By: /s/ Eric Kutsenda
                                            -----------------------------------
                                            Name: Eric Kutsenda
                                            Title: Vice President
</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>attachment3.htm
<DESCRIPTION>EX-99 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 99

The amount of securities reported as beneficially owned includes 13,489,000
shares of the Issuer's common stock held of record by SEP SWH Holdings, L.P.
("SEP") and 13,776,000 shares of the Issuer's common stock held of record by New
SEP SWH Holdings, L.P. ("New SEP" and together with SEP, the "SEP Funds").

This Form 3 is being filed by (i) Seidler Kutsenda Management Company, LLC
("SKMC"), (ii) Seidler Equity Partners III, L.P ("SEP III"), (iii) SEP SWH
Holdings GP, LLC ("SEP GP"), (iv) SEP, and (v) New SEP (together with SKMC, SEP
III, SEP GP, and SEP, the "Reporting Persons"). SEP GP is the general partner of
both SEP and New SEP, and SEP III is the sole member of SEP GP. SKMC, as the
investment manager of SEP III, has ultimate sole voting and dispositive power
over all of the shares owned by the SEP Funds. The Reporting Persons are 10%
owners of the Issuer's common stock. The Reporting Persons also may be deemed a
director as they have representatives serving on the Issuer's board of
directors. Leonard Lee and Christopher Eastland currently serve as
representatives of the Reporting Persons on the Issuer's board of directors.
Each of SKMC, SEP III and SEP GP may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended to beneficially own the Issuer's
common stock reported herein and held by the SEP Funds and each of SKMC, SEP III
and SEP GP disclaim beneficial ownership of the shares of the Issuer's common
stock reported herein, except to the extent of their respective indirect
pecuniary interests therein, if any, in those shares.
</PRE>
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</SEC-DOCUMENT>
