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SEC Comment Letter for SPORTSMAN'S WAREHOUSE HOLDINGS, INC. (SPWH) (CIK 0001132105) (SPWH) — Apr 30, 2018

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. (SPWH) (CIK 0001132105)
Date: April 30, 2018 · CIK: 0001132105 · Accession: 0000000000-18-013239

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File numbers found in text: 333-224421

Date
April 30, 2018
Author
/s/ Lisa M. Kohl for
Form
UPLOAD
Company
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. (SPWH) (CIK 0001132105)

Letter

Mail Stop 3561 April 30 , 2018 Jon Barker Chief Executive Officer Sportsman’s Warehouse Holdings, Inc. 7035 South High Tech Drive Midvale, UT 84047

Re: Sportsman’s Warehouse Holdings, Inc. Registration Statement on Form S-3 Filed April 24 2018 File No. 333-224421

Dear Mr. Barker :

This is to advise you that we have not reviewed and will not review your registration statement .

Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please contact Courtney Haseley , Attorney -Adviser , at (202) 551 -7689 with any questions.

Sincerely,
/s/ Lisa M. Kohl for

Show Raw Text
Mail Stop 3561
April 30 , 2018

Jon Barker
Chief Executive Officer
Sportsman’s Warehouse Holdings, Inc.
7035 South High Tech Drive
Midvale, UT 84047

Re: Sportsman’s Warehouse Holdings, Inc.
  Registration Statement on Form S-3
Filed  April 24  2018
  File No.  333-224421

Dear Mr. Barker :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer  to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please  contact Courtney Haseley , Attorney -Adviser , at (202) 551 -7689 with any
questions.

Sincerely,

 /s/ Lisa M. Kohl for

    Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: John -Paul Motley , Esq.
 O’Melveny & Myers  LLP