SecProbe.io

February 14, 2014

Via e -mail
John Schaefer
President and Chief Executive Officer
Sportsman’s Warehouse Holdings, Inc.
7035 South High Tech Drive
Midvale, Utah 84047

Re: Sportsman’s Warehouse Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted January 28, 2014
  CIK No. 0001132105

Dear Mr. Schaefer :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

1. We note your response to comment 9 in our letter dated January 10, 2013 and your
support materials submitted.   It appears that the reason opening stores are  “less capital
intensive” for you is due in part  or in whole  to the fact that your com petitors choose to
construct their stores while you choose to lease yours.  Please revise you r related
disclosure s to reflect this aspect of your expansion strategy .

(5) Long -Term Debt, page F -12

2. We have reviewed your response to comment 32 from our lette r dated January 1 0, 201 4
and reissue our comment.  Please quantify for us your restricted net assets as defined in
Rule 4 -08(e)(3) of Regulation S -X as of the end of most recently completed year and tell

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
February 14, 2014
Page 2

 us how you compute d the amount.  If the restricted n et assets exceed 25% of your
consolidated net assets, please provide the disclosures required by paragraphs 3(i) and (ii)
of Rule 4 -08(e) of Regulation S -X and Schedule I prescribed by Rule 12 -04 of
Regulation S -X as required by Rule 5 -04 of Regulation S -X.

Schedule II - Valuation and Qualifying Accounts, page F -20

3. We note your disclosure that the sales return activity represents “the gross margin effect
of sales returns during the respective years.”  Please tell us if you record the reduction in
revenu es based on the gross profit of the related transactions or based on the total
estimated revenue related to estimated returns with a related credit to cost of sales.  See
ASC 605 -15-25-1 and 605 -15-45-1.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncem ents/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so  we do not repeat or refer to that information in our comment
letters to you.

Please contact Andrew Blume, Staff Accountant, at (202) 551 -3254 or Jennifer
Thompson, Accounting Branch  Chief, at (202) 551 -3737, if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff
Attorney, at (202) 551 -3342, or me at (202) 551 -3720 with any other questions.

     Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Assistant Director