SecProbe.io

March 27, 2014

Via Email
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.
Registration Statement on Form S -1
Filed  March 7, 2014
Amendment No. 1 to Registration Statement on Form S -1
Filed March 21, 2014
  File No.  333-192599

Dear Mr. Schaefer :

We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information .  Where 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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 1 to Registration Statement on Form S -1

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
42

Results of Op erations, page 45

1. We note that the change in your same store sales when excluding firearms decreased
from a 12.6% increase for the first three quarters of  fiscal 2012 to a 0.6% increase in
fiscal 2013.   Please tell us and quantify the  non-firearm same sto re sales figure for the
whole fiscal year 2012.   To the extent that the growth in non -firearm same store sales

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
March 27 , 2014
Page 2

 differed significantly from 2012 to 2013, please revise your disclosures to explain the
underlying reasons behind the different levels of growth experienced in non -firearm same
store sales.
Choice of Forum, page 101
2. We note your disclosure that the exclusive forum provision may have the effect of
discoursing tender offer s and lawsuits against your officers and directors by shareholders.
Please tell us what consideration you gave to including this effect in your risk factor
disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the S ecurities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pur suant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
March 27 , 2014
Page 3

 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 matter s.  Please contact Scott Anderegg, Staff
Attorney, at (202) 551 -3342, or me at (202) 551 -3720 with any other questions.

     Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Director