Form SC 13G - Statement of Beneficial Ownership by Certain Investors
07 November 2024 - 7:05AM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES
AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d–2.
(Amendment No. )*
Sportsman’s
Warehouse Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
84920Y106
(CUSIP Number)
October 30,
2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| x |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP
No. 84920Y106 |
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1. |
Names
of Reporting Persons
Portolan Capital Management, LLC |
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
¨ |
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|
(b) |
¨ |
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3. |
SEC
Use Only |
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4 |
Citizenship
or Place of Organization
Delaware |
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|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
1,972,359 |
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| 6. |
Shared
Voting Power |
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| 7. |
Sole
Dispositive Power
1,972,359 |
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| 8. |
Shared
Dispositive Power |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,972,359 |
| |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
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11. |
Percent
of Class Represented by Amount in Row (9)
5.21% |
| |
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12. |
Type
of Reporting Person (See Instructions)
IA |
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|
|
|
|
|
| CUSIP
No. 84920Y106 |
| |
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1. |
Names
of Reporting Persons
George McCabe |
| |
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
¨ |
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|
(b) |
¨ |
| |
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3. |
SEC
Use Only |
| |
| |
4 |
Citizenship
or Place of Organization
USA |
| |
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
1,972,359 |
| |
| 6. |
Shared
Voting Power |
| |
| 7. |
Sole
Dispositive Power
1,972,359 |
| |
| 8. |
Shared
Dispositive Power |
| |
| |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,972,359 |
| |
| |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| |
11. |
Percent
of Class Represented by Amount in Row (9)
5.21% |
| |
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12. |
Type
of Reporting Person (See Instructions)
IN |
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|
|
|
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| Item 1. |
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(a) |
Name
of Issuer
Sportsman’s Warehouse Holdings, Inc. |
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(b) |
1475 West 9000 South, Suite A
West Jordan, Utah 84088
|
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| Item 2. |
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(a) |
Name
of Person Filing
This statement is being filed with respect to the shares of class
A common stock (“Common Stock”) of the Issuer beneficially owned (1) directly by Portolan Capital Management, LLC,
a registered investment adviser, in its capacity as investment manager for various clients, and (2) indirectly by George McCabe,
the Manager of Portolan Capital Management, LLC. Portolan Capital Management, LLC and Mr. McCabe are sometimes individually
referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” |
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(b) |
Address
of Principal Business Office or, if none, Residence
Portolan Capital Management, LLC and George McCabe
2 International Place, FL 26, Boston, MA 02110 |
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(c) |
Citizenship
Portolan Capital Management, LLC – DE
Mr. McCabe – USA |
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(d) |
Title
of Class of Securities
Common Stock |
| |
(e) |
CUSIP
Number
84920Y106 |
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| Item 3. |
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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|
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(a) |
¨ |
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
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|
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|
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(b) |
¨ |
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c). |
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|
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(c) |
¨ |
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c). |
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|
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(d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
o |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
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|
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|
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(j) |
o |
A non-U.S.
institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership |
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|
| Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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Reference is hereby made to Items
5-9 and 11 of pages 1 - 2 of this Schedule, which Items are incorporated by reference herein. |
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| Item 5. |
Ownership of Five Percent or
Less of a Class |
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| If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ¨. |
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Not
applicable.
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| Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person |
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| Various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock of Sportsman’s Warehouse Holdings, Inc. No one person's
interest in the Common Stock of Sportsman’s Warehouse Holdings, Inc. is more than five percent of the total outstanding Common Stock. |
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| Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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| Not applicable |
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| Item 8. |
Identification and Classification
of Members of the Group |
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| Not applicable |
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| Item 9. |
Notice of Dissolution of Group |
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| Not applicable |
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Item 10. |
Certification |
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
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November
6, 2024 |
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Date |
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Portolan
Capital Management, LLC |
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By: |
/s/ George McCabe |
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George McCabe, Manager |
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|
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/s/
George McCabe |
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George
McCabe |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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