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SEC Company Response from SPORTSMAN'S WAREHOUSE HOLDINGS, INC. (SPWH) (CIK 0001132105) (SPWH) — Apr 14, 2014

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. (SPWH) (CIK 0001132105)
Date: April 14, 2014 · CIK: 0001132105 · Accession: 0001193125-14-143065

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-194421

Date
April 14, 2014
Author
Assistant Director
Form
CORRESP
Company
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. (SPWH) (CIK 0001132105)

Letter

VIA EDGAR Division of Corporation Finance Re: Request for Effectiveness for Sportsman’s Warehouse Holdings, Inc. Registration Statement on Form S-1 File No. 333-194421

Dear Ms. Ransom:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Sportsman’s Warehouse Holdings, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on April 16, 2014, or as soon thereafter as practicable.

The Registrant acknowledges that:

•

should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing of the Registration Statement 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Registrant 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.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (801) 566-6681.

Very truly yours,
Sportsman’s Warehouse Holdings, Inc.

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 Sportsman’s Warehouse Holdings, Inc.

7035 South High Tech Drive

Midvale, Utah 84047

 April 14, 2014

VIA EDGAR

 Mara Ransom

Assistant Director

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Re:
Request for Effectiveness for

 Sportsman’s Warehouse Holdings,
Inc.

 Registration Statement on Form S-1

File No.
333-194421

 Dear Ms. Ransom:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Sportsman’s Warehouse Holdings, Inc. (the
“Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on April 16, 2014, or as soon thereafter as practicable.

The Registrant acknowledges that:

•

should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing of the Registration Statement 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 Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant 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.

 If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (801) 566-6681.

Very truly yours,

Sportsman’s Warehouse Holdings, Inc.

By:

 /s/ Kevan P. Talbot

Name:

Kevan P. Talbot

Title:

Chief Financial Officer and Secretary