SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 11, 2026

Jennifer F Jung
Chief Financial Officer
Sportsman's Warehouse Holdings, Inc.
1475 West 9000 South
Suite A
West Jordan, UT 84088

 Re: Sportsman's Warehouse Holdings, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 File No. 1-36401
Dear Jennifer F Jung:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 January 30, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attention: Ta Tanisha Meadows and Joel Parker Re: Sportsman’s Warehouse Holdings, Inc. Form 10-K for the Fiscal Year Ended February 1, 2025 File No. 1-36401 Ladies and Gentlemen: This letter sets forth the responses of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “ Company ”), to the comments provided by the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) in a letter dated January 22, 2026 (the “ Comment Letter ”) relating to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the Commission by the Company on April 2, 2025. For your convenience, the comment of the Staff from the Comment Letter has been set forth in italics below and the Company’s responses have been provided immediately thereafter. Please note that the headings and numbering set forth below correspond to the headings and numbering reflected in the Comment Letter. Form 10-K for the Fiscal Year Ended February 1, 2025   Management’s Discussion and Analysis of Financial Condition and Results of Operations Valuation of Long-Lived Assets, page 55 1. Please revise to specify the fiscal periods that you have performed an impairment assessment. In addition, clarify if the assessment at the lowest levels for which there are identifiable cash flows that are independent of other groups of assets, is the individual store level. Response: The Company acknowledges the Staff’s comment and, in future 10-K filings, will revise its disclosure to specify the fiscal periods during which impairment assessments of long-lived assets were performed. The Company will also clarify that impairment assessments are conducted at the individual store level, which represents the lowest level for which identifiable cash flows are largely independent of other asset groups. **** If you have any questions related to this letter, please contact me at jfalljung@sportsmans.com or (801) 566-6681. Very truly yours, /s/ Jennifer Fall Jung Jennifer Fall Jung Chief Financial Officer and Secretary

 cc: John-Paul Motley, Cooley LLC Andrew Brown, Grant Thornton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 22, 2026

Jennifer F Jung
Chief Financial Officer
Sportsman's Warehouse Holdings, Inc.
1475 West 9000 South
Suite A
West Jordan, UT 84088

 Re: Sportsman's Warehouse Holdings, Inc.
 Form 10-K for Fiscal Year Ended February 1, 2025
 File No. 1-36401
Dear Jennifer F Jung:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended February 1, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Valuation of Long-Lived Assets, page 55

1. Please revise to specify the fiscal periods that you have performed an
impairment
 assessment. In addition, clarify if the assessment at the lowest levels
for which there are
 identifiable cash flows that are independent of other groups of assets,
is the individual
 store level.
 In closing, 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 Ta Tanisha Meadows at 202-551-3322 or Joel Parker at
202-551-3651
with any questions.
 January 22, 2026
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Trade & Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 2, 2023
Jon Baker
Chief Executive Officer
Sportsman’s Warehouse Holdings, Inc.
1475 West 9000 South Suite A
West Jordan, Utah 84088
Re:Sportsman’s Warehouse Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 28, 2023
Filed April 13, 2023
File No. 1-36401
Dear Jon Baker:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  September 29, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F Street, NE

  Washington, D.C. 20549

  Attention: Tony Watson and Joel Parker

  Re:                Sportsman’s Warehouse Holdings, Inc.

  Form 10-K for the Fiscal Year Ended January 28, 2023

  Filed April 13, 2023

  File No. 1-36401

  Ladies and Gentlemen:

  This letter sets forth the responses of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), to the comments provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in a letter dated September 20, 2023 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the Commission by the Company on April 13, 2023 (the “Annual Report”).

  For your convenience, each comment of the Staff from the Comment Letter has been set forth in italics below and the Company’s responses have been provided immediately thereafter. Please note that the headings and numbering set forth below correspond to the headings and numbering reflected in the Comment Letter.

  Form 10-K for the Fiscal Year Ended January 28, 2023

  Management’s Discussion and Analysis of Financial Condition and Results of Operations

  Non-GAAP Financial Measures, page 53

  1.We note your reconciliation of Adjusted EBITDA here and in your press releases on Forms 8-K includes an adjustment for pre-opening expenses and that you have incurred these costs in every period from 2013 on. Please tell us how you determined that these costs are not normal, recurring, cash operating expenses. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

  Response: The Company acknowledges the Staff’s comment and will remove the pre-opening expenses from Adjusted EBITDA in future filings.

  Consolidated Statement of Income, page 60

  2.We note that you present gross profit which excludes depreciation and amortization expense. Please tell us your consideration of labeling cost of goods sold (exclusive of depreciation and amortization). Also, tell us your consideration of not reporting a figure for income before depreciation in your statements of income. Refer to SAB Topic 11:B.

  Response: The Company advises the Staff that the depreciation and amortization attributable to cost of goods sold was immaterial for each of the previous three fiscal years.  The amount of depreciation and amortization allocable to cost of goods sold in each of the previous three fiscal years would have impacted cost of goods sold by less than 0.5%.  Because of the immaterial impact that depreciation and amortization would have had on the Company’s cost of goods sold and gross profit, the Company did not believe it was necessary to specify that costs of goods sold was exclusive of depreciation and amortization or to include depreciation and amortization expense in the Company’s gross profit calculation.

  The Company advises the Staff that in future filings, if applicable and material, it will change the reporting of gross profit to include amounts relating to depreciation and amortization.

  ****

  If you have any questions related to this letter, please contact me at jwhite@sportsmans.com or (801) 566-6681.

  							Very truly yours,

  							/s/ Jeff White

  							Jeff White

  							Chief Financial Officer and Secretary

  cc:

  John-Paul Motley, Cooley LLP

United States securities and exchange commission logo
September 20, 2023
Jon Baker
Chief Executive Officer
Sportsman’s Warehouse Holdings, Inc.
1475 West 9000 South Suite A
West Jordan, Utah 84088
Re:Sportsman’s Warehouse Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 28, 2023
Filed April 13, 2023
File No. 1-36401
Dear Jon Baker:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 28, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 53
1.We note your reconciliation of Adjusted EBITDA here and in your press releases on
Forms 8-K includes an adjustment for pre-opening expenses and that you have incurred
these costs in every period from 2013 on. Please tell us how you determined that these
costs are not normal, recurring, cash operating expenses. Refer to Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Consolidated Statement of Income, page 60
2.We note that you present gross profit which excludes depreciation and amortization
expense. Please tell us your consideration of labeling cost of goods sold (exclusive of
depreciation and amortization).  Also, tell us your consideration of not reporting a figure
for income before depreciation in your statements of income. Refer to SAB Topic 11:B.

 FirstName LastNameJon Baker
 Comapany NameSportsman’s Warehouse Holdings, Inc.
 September 20, 2023 Page 2
 FirstName LastName
Jon Baker
Sportsman’s Warehouse Holdings, Inc.
September 20, 2023
Page 2
            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.
            You may contact Tony Watson at (202) 551-3318 or Joel Parker at (202) 551-3651 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

CORRESP
1
filename1.htm

CORRESP

 SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

7035 South High Tech Drive

Midvale, Utah 84047

 July 10, 2015

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Dean Brazier

Re:

Request for Effectiveness for Sportsman’s Warehouse Holdings, Inc.

Registration Statement on Form S-3 (File No. 333-204517)

 Dear Mr. Brazier:

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 July 14, 2015, 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

CORRESP
1
filename1.htm

CORRESP

 BEIJING

BRUSSELS

CENTURY CITY

HONG KONG

LONDON

NEWPORT BEACH

NEW YORK

 400 South Hope Street

Los Angeles, California 90071-2899

TELEPHONE (213) 430-6000

FACSIMILE (213) 430-6407

www.omm.com

 SAN FRANCISCO

SEOUL

 SHANGHAI

SILICON VALLEY

SINGAPORE

 TOKYO

WASHINGTON, D.C

 June 30, 2015

 VIA
EDGAR AND FEDERAL EXPRESS

 Dean Brazier

 Staff
Attorney

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Re:
Sportsman’s Warehouse Holdings, Inc.

Registration Statement on Form S-3

Submitted May 29, 2015

File No. 333-204517

 Dear Mr. Brazier:

On behalf of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), this letter sets forth
the Company’s response to a verbal comment of the staff (the “Staff”) of the Securities and Exchange Commission we received by telephone on June 22, 2015 regarding the above referenced Registration Statement on Form S-3
(the “Registration Statement”).

 The Staff verbally requested that the Company add language to the Registration
Statement to the effect that the selling stockholders named in the prospectus included as part of the Registration Statement (the “Prospectus”) may be deemed statutory underwriters pursuant to Section 2(a)(11) of the Securities
Act of 1933 (the “Securities Act”).

 For the reasons set forth below, the Company respectfully submits that the
registration of the offer and sale of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”) of the Company by the selling stockholders named in the Prospectus is not an indirect
primary offering on behalf of the Company and that, accordingly, the selling stockholders are not, and in no event should be considered, underwriters of the Shares.

 Mr. Brazier, June 30, 2015

Page 2

 In Securities Act Rules Compliance and Disclosure Interpretation
(“C&DI”) 612.09, the Staff sets forth factors that it considers in determining whether an offering styled as a purported secondary offering should be recharacterized as a primary offering on behalf of an issuer:

•

how long the selling shareholder has held the shares,

•

the circumstances under which the selling shareholder received the shares,

•

the relationship of the selling shareholder to the issuer,

•

the number of shares being sold,

•

whether the selling shareholder is in the business of underwriting securities, and

•

whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Applying the Staff’s guidance, the Company believes that any sale of Shares by the selling stockholders named in the Prospectus
constitutes a secondary offering and not an indirect primary offering of the Company’s Common Stock.

 How long the Selling Stockholders have held
the Shares, the circumstances under which the Selling Stockholders received the Shares and the relationship of the Selling Stockholders to the Company

The selling stockholders named in the Prospectus are New SEP SWH Holdings, L.P. (“New SEP”), SEP SWH Holdings, L.P.
(“SEP”), John V. Schaefer, and Kevan P. Talbot (collectively, the “Selling Stockholders”).

SEP SWH Holdings GP, LLC (“SEP GP”) is the general partner of both New SEP and SEP, and Seidler Equity Partners III,
L.P. (“SEP III”) is the sole member of SEP GP. Seidler Kutsenda Management Company, LLC, as the investment manager of SEP III, has ultimate voting and dispositive power over all of the shares owned by both New SEP and SEP. New SEP
and SEP initially invested in the Company in 2007. When the Company emerged from bankruptcy in August 2009, New SEP and SEP were issued all of the outstanding shares of Common Stock of the Company. Each of New SEP and SEP sold a portion of its
shares in the Company’s initial public offering of Common Stock in April 2014 (the “IPO”). New SEP currently owns 11,140,211 shares, or 26.5% of the outstanding shares of Common Stock of the Company, and SEP owns 10,908,122
shares, or 26.0% of the outstanding shares of Common Stock of the Company, for a combined aggregate of 52.5% of the outstanding shares of Common Stock of the Company.

Headquartered in Marina del Rey, California, Seidler Equity Partners LP (“Seidler”) is a private equity investment
firm with over $1 billion in capital under management. Seidler focuses on established, middle-market businesses that are leaders in their markets. Seidler also has significant experience managing investments in consumer and retail businesses.

 Mr. Brazier, June 30, 2015

Page 3

 Mr. Schaefer has served as the Company’s President and Chief Executive Officer and
as a director since August 2009. Mr. Schaefer purchased shares of restricted nonvoting common stock of the Company in September 2010, February 2011, and November 2011. These shares of restricted nonvoting common stock automatically
converted, by their terms, into shares of Common Stock of the Company in connection with the Company’s IPO in April 2014. Mr. Schaefer was also granted restricted stock units in December 2013, a portion of which subsequently vested and
were settled in shares of Common Stock in April 2014 and April 2015.

 Mr. Schaefer currently beneficially owns 1,503,350 shares, or
3.6% of the outstanding shares of Common Stock of the Company.

 Mr. Talbot has been employed as an officer of the Company since June
2002, including as the Chief Financial Officer since June 2009 and as Secretary since December 2013. Mr. Talbot purchased shares of restricted nonvoting common stock in September 2010, February 2011 and November 2011. These shares of
restricted nonvoting common stock automatically converted, by their terms, into shares of Common Stock of the Company in connection with the Company’s IPO in April 2014.

Mr. Talbot currently beneficially owns 442,307 shares, or 1.1% of the outstanding shares of Common Stock of the Company.

Each Selling Stockholder has held the shares of Common Stock of the Company for a significant length of time. No Selling Stockholder acquired
its respective equity interests in the Company with a view to distribution or to raise proceeds on behalf of the Company. Moreover, following completion of the IPO, each Selling Stockholder continued to hold shares of the Company’s Common
Stock, and Seidler remained the majority owner of the Company’s Common Stock.

 For the reasons set forth above, we believe that it is
clear that none of the Selling Stockholders acquired its equity interest in the Company for the purpose of distributing it on behalf of the Company or engaging in an indirect primary offering on the Company’s behalf.

The number of Shares being sold

 None of
the Selling Stockholders currently intend to sell their shares of Common Stock immediately upon the effectiveness of the Registration Statement. While the number of Shares to be sold in any offering by the Selling Stockholders has not yet been
determined, the Selling Stockholders may sell a significant percentage of their ownership interests in the Company in a registered offering using the Prospectus.

New SEP and SEP, together, own 52.5% of the outstanding shares of Common of the Company. Even if New SEP and SEP were to sell all of the
Shares by means of an offering using the Prospectus, the sale of the Shares by New SEP and SEP are part of a larger plan of divestiture and diversification by Seidler, which made its initial investment in the Company in 2007. The other Selling
Stockholders, Mr. Schaefer and Mr. Talbot, each own less than 4% of the outstanding shares of Common Stock of the Company.

 Mr. Brazier, June 30, 2015

Page 4

 For the reasons set forth in this response, the Company believes that the Shares being
registered under the Registration Statement will, at the time of any registered offering, clearly be sold for the benefit of the applicable Selling Stockholders and not for the Company.

Whether the Selling Stockholders are in the business of underwriting securities

None of the Selling Stockholders are in the business of underwriting securities. Seidler is a private equity investment firm that focuses on
investing in established, middle-market businesses that are leaders in their markets and does not have any affiliates that are registered broker-dealers. Mr. Schaefer and Mr. Talbot are full time executives at the Company.

The underwriters in any offering by means of the Prospectus, not the Selling Stockholders, will undertake the customary responsibility of
contacting investors, marketing the securities, and selling and distributing the Shares to the public. The Company, the applicable Selling Stockholder(s) and the underwriters would enter into an underwriting agreement in connection with any offering
of the Shares providing for, among other things, the purchase by the underwriters of the Shares from the applicable Selling Stockholder(s) (as is customary). The Company would make the customary issuer-oriented representations, warranties, covenants
and indemnities in the underwriting agreement. The applicable Selling Stockholder(s), on the other hand, would only be making limited representations and warranties as to power and authority to enter into the underwriting agreement and sell the
Shares, ownership and transfer of the Shares being sold, and the satisfaction of specified consent requirements.

 Further, to impose
potential Section 11 liability on the Selling Stockholders would require the Selling Stockholders to undertake heightened due diligence of the Company, which none of the Selling Stockholders traditionally perform or are necessarily properly
equipped to undertake in the manner that customary underwriters do.

 Whether under all the circumstances it appears that the Selling Stockholders are
acting as a conduit for the Company

 The Registration Statement has none of the indicia of abuse that the Staff has focused on in the
past when evaluating whether secondary offerings are actually disguised primary offerings. Each of the Selling Stockholders has clearly made a long-term investment in the Company as evidenced by continuous beneficial ownership of the outstanding
Common Stock since 2007 (in the case of affiliates of Seidler) or September 2010 (in the case of Mr. Schaefer and Mr. Talbot). The Registration Statement is part of Seidler’s plan to monetize its investment in the Company, and the
Company will not receive any of the proceeds from sales of the Shares by the Selling Stockholders under the Registration Statement. The Selling Stockholders are not acting as a conduit for the Company for capital raising purposes and are not in the
business of underwriting securities. Instead, each of the Selling Stockholders in their current state would have liability under Section 15 of the Securities Act as control persons, which we believe adequately serves to protect the interest of
investors rather than potentially deeming the Selling Stockholders as underwriters where the facts do not warrant it.

 Mr. Brazier, June 30, 2015

Page 5

 For the foregoing reasons, the Company believes that the Registration Statement is not an
indirect primary offering of the Shares of the Company and, accordingly, that the Selling Stockholders are not, and should not be considered, underwriters of the Shares.

*****

 Mr. Brazier, June 30, 2015

Page 6

 Attached as Exhibit A to this letter is a letter from the Company that contains
certain acknowledgements by the Company in connection with this letter.

 We appreciate the Staff’s comment and request the Staff
contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter.

 Sincerely,

 /s/ John-Paul Motley

 John-Paul Motley

 of O’Melveny &
Myers LLP

cc:
Kevan Talbot, Sportsman’s Warehouse Holdings, Inc.

Christopher Eastland, Seidler Equity Partners LP

Rob Plesnarski, O’Melveny & Myers LLP

 Exhibit A

Sportsman’s Warehouse Holdings, Inc.

7035 South High Tech Drive

Midvale, UT 84047

 June 30, 2015

VIA EDGAR AND FEDERAL EXPRESS

 Dean Brazier

Staff Attorney

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Re:
Sportsman’s Warehouse Holdings, Inc.

Registration Statement on Form S-3

Submitted May 29, 2015

File No. 333-204517

 Dear Mr. Brazier:

This letter is submitted by Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), in connection
with the letter submitted today on behalf of the Company in response to a verbal comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by telephone on June 22,
2015, regarding the above referenced Registration Statement on Form S-3. In connection therewith, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact me at (801) 566-6681 or ktalbot@sportsmanswarehouse.com with any questions or
comments.

Sincerely,

/s/ Kevan Talbot

Kevan Talbot

Chief Financial Officer and Secretary

CORRESP
1
filename1.htm

CORRESP

 April 14, 2014

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:
Sportsman’s Warehouse Holdings, Inc.

 Registration Statement
No. 333-194421

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities
Act”), we, as representatives of the several Underwriters, wish to advise you that the Preliminary Prospectus issued on April 7, 2014, and included as part of Amendment No. 3 to the above-mentioned Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on April 7, 2014, was distributed during the period from April 7, 2014 through 5:00 P.M., Eastern Time, on April 10, 2014, as follows:

775 prospectuses to underwriters

5518 prospectuses to institutions and others

Total: 6293

 In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act, we hereby join in the request of Sportsman’s Warehouse Holdings, Inc. for acceleration of the effective date of the above-named registration statement so that it becomes
effective at 4:00 P.M., Eastern Time, on April 16, 2014, or as soon thereafter as practicable.

 * * *

Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /S/ HUGH PAISLEY

Name:

Hugh Paisley

Title:

Managing Director

GOLDMAN, SACHS & CO.

By:

 /S/ RICHARD COHN

Name:

Richard Cohn

Title:

Managing Director

CORRESP
1
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

CORRESP
1
filename1.htm

CORRESP

 BEIJING

 BRUSSELS

CENTURY CITY

 HONG KONG

JAKARTA†

 LONDON

NEWPORT BEACH

 NEW YORK

 400 South Hope Street
Los Angeles, California 90071-2899

 TELEPHONE (213) 430-6000

FACSIMILE (213) 430-6407

www.omm.com

 SAN FRANCISCO

SEOUL

 SHANGHAI

SILICON VALLEY

SINGAPORE

 TOKYO

WASHINGTON, D.C

 April 3, 2014

 VIA
EDGAR

 Mara L. Ransom

 Assistant Director

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-3628

Re:
Sportsman’s Warehouse Holdings, Inc.

Registration Statement on Form S-1

File No. 333-194421

Dear Ms. Ransom:

 On behalf of
Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), this letter sets forth an updated stock split ratio to our letter to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission” or the “SEC”) dated April 1, 2014 (the “April 1 Letter”) regarding the above referenced Registration Statement on Form S-1 (the “Registration
Statement”).

 In the April 1 Letter, the Company supplemented its response to the Staff’s comment 34 of its
letter to the Company dated January 10, 2014 relating to the Registration Statement. The Company hereby notifies the Staff that the Company has revised its expected stock split ratio to an expected 2.87-for-1 stock split by the Company prior to
the effectiveness of the Registration Statement. The estimated price range of $11.00 to $13.00 set forth in the April 1 Letter remains unchanged. The $12.00 per share midpoint of the Price Range equates to $34.44 per share before giving effect
to the revised expected stock split. As a result of the revised expected stock split, the estimated fair market value of the restricted stock unit awards granted on November 18, 2013 and December 10, 2013 is $7.06 per share on a post-split
basis ($20.26 per share on a pre-split basis).

†
In association with Tumbuan & Partners

 Ms. Mara L. Ransom, April 3, 2014

 Page
 2

 As noted in the April 1 Letter, the Company intends to supplement its disclosure under
“Management’s Discussion and Analysis—Restricted Stock Unit Awards and Common Stock Valuation” in its next filing to include the following disclosure:

“We and the underwriters determined the price range of our common stock to be between $11.00 and $13.00 per share (on a post-split
basis). We believe that the difference in value reflected between the midpoint of the estimated price range of $12.00 and our determination of fair value of our restricted nonvoting common stock of $7.06 per share (on a post-split basis) on
November 18, 2013 and December 10, 2013 is primarily the result of the following factors:

•

the valuation prepared as of September 30, 2013 contained multiple valuation scenarios, including this offering to which we assigned a probability weighting of 60 percent;

•

our fourth quarter of fiscal year 2013 reflected a 3.0% growth in gross profit and a 233.6% growth in net income from the third quarter of fiscal year 2013 (or 2.0% growth in net income excluding the impact of $4.9
million in one-time charges for the repayment of our term loan in the third quarter of fiscal year 2013); and

•

the estimated offering price necessarily assumes that this offering has occurred and a public market for our common stock has been created. Therefore, the estimated offering price excludes the marketability and
illiquidity discounts used in our September 30, 2013 valuation report.”

 The Company believes that the fair value
of a share of restricted nonvoting common stock applicable to each restricted stock unit award was appropriate at the applicable valuation dates and demonstrated the efforts of the Company’s board of directors and the Company to consider all
relevant factors available at the valuation dates. The Company believes that the proposed disclosure set forth above will provide investors with a clear indication of the intervening factors that have led to the increase in the fair value of the
Company’s common stock.

 ***

We request that the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this
letter.

 Sincerely,

 /s/ John-Paul
Motley

 John-Paul Motley

of O’Melveny & Myers LLP

cc:
John Schaefer, Sportsman’s Warehouse Holdings, Inc.

 Kevan Talbot, Sportsman’s
Warehouse Holdings, Inc.

CORRESP
1
filename1.htm

Correspondence

 BEIJING

 BRUSSELS

CENTURY CITY

 HONG KONG

JAKARTA†

 LONDON

NEWPORT BEACH

 NEW YORK

 400 South Hope Street

Los Angeles, California 90071-2899

TELEPHONE (213) 430-6000

FACSIMILE (213) 430-6407

www.omm.com

 SAN FRANCISCO

SEOUL

 SHANGHAI

SILICON VALLEY

SINGAPORE

 TOKYO

WASHINGTON, D.C

 April 1, 2014

 VIA EDGAR
AND FEDERAL EXPRESS

 Mara L. Ransom

 Assistant
Director

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

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. 333-194421

Dear Ms. Ransom:

 On behalf of
Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission” or the “SEC”) set forth in your letter dated March 27, 2014 (the “Comment Letter”), regarding the above referenced Amendment No. 1 to Registration Statement on
Form S-1 (the “Registration Statement”). The Company has also revised the Registration Statement (“Amendment No. 2”) in response to the Staff’s comments and is filing concurrently with this letter
Amendment No. 2, which reflects these revisions.

 For the convenience of the Staff, each comment from the Comment Letter corresponds
to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Capitalized terms used and not defined have the meanings given in Amendment No. 2. Page and caption references in the text of this
letter correspond to pages and captions in Amendment No. 2.

†
In association with Tumbuan & Partners

 Ms. Mara L. Ransom, April 1, 2014

 Page
 2

 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 Operations, 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 store sales figure for the whole fiscal year 2012. To the extent that the growth in non-firearm same store sales 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.

 Response:

In response to the Staff’s comment, the Company has revised its disclosure on page 46.

Choice of Forum, page 101

2.
We note your disclosure that the exclusive forum provision may have the effect of discoursing tender offers 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.

 Response:

In response to the Staff’s comment, the Company has added disclosure on page 27 to the risk factor captioned “Our bylaws and our
certificate of incorporation to be in effect upon completion of this offering will contain, and Delaware law contains, provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or
remove our current management.”

 ***

In addition, the Company supplements its response to the Staff’s comment 34 of its letter to the Company dated January 10, 2014
relating to the Registration Statement. The Company hereby notifies the Staff that it currently estimates the price range (the “Price Range”) for its initial public offering (the “Offering”) of its common stock to
be between $11.00 and $13.00 per share (after giving effect to an expected 2.81-for-1 stock split by the Company prior to the effectiveness of the Registration Statement). The $12.00 per share midpoint of the Price Range equates to $33.72 per share
before giving effect to the expected stock split.

 Ms. Mara L. Ransom, April 1, 2014

 Page
 3

 As disclosed on page 52 of the Registration Statement, the Company granted 117,450 and
298,490 restricted stock unit awards (on a pre-split basis) with respect to its restricted nonvoting common stock on November 18, 2013 and December 10, 2013, respectively. As there has been no public market for the Company’s common
stock to date, the Company’s board of directors (the “Board”) estimated the fair market value of each of these awards at $20.26 per share (on pre-split basis, or $7.21 per share on a post-split basis). The Registration
Statement, on pages 52 and 53, discloses the assumptions and methodologies the Company’s Board employed in determining the fair market value of the restricted stock unit awards.

The Company respectfully advises the Staff that it believes the difference between the fair market value of Common Stock of $7.21 per share
(on a post-split basis) as of November 18, 2013 and December 10, 2013 and the midpoint of the estimated price range of $12.00 per share is attributable to the updated market conditions presented to the Company by the underwriters that were
used to help determine the initial public offering price range. At the time the restricted stock units were granted on November 18, 2013 and December 10, 2013, the underwriters had not yet provided to the Company a proposed price range for
the Offering. As is typical in initial public offerings, the Price Range for the Offering was not derived using a formal determination of fair value but was determined by negotiation between the Company and the underwriters. Among the factors that
were considered in setting the Price Range were the following:

•

an analysis of the typical valuation ranges seen in recent initial public offerings for companies in the Company’s industry;

•

the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies;

•

an assumption that there would be a receptive public trading market for outdoor sporting goods retail companies such as the Company; and

•

an assumption that there would be sufficient demand for the Company’s common stock to support an offering of the size contemplated by the Registration Statement.

The Company intends to supplement its disclosure under “Management’s Discussion and Analysis—Restricted Stock Unit Awards and
Common Stock Valuation” in its next filing to include the following disclosure:

 “We and the underwriters determined the price
range of our common stock to be between $11.00 and $13.00 per share (on a post-split basis). We believe that the difference in value reflected between the midpoint of the estimated price range of $12.00 and our determination of fair value of our
restricted nonvoting common stock of $7.21 per share (on a post-split basis) on November 18, 2013 and December 10, 2013 is primarily the result of the following factors:

•

the valuation prepared as of September 30, 2013 contained multiple valuation scenarios, including this offering to which we assigned a probability weighting of 60 percent;

 Ms. Mara L. Ransom, April 1, 2014

 Page
 4

•

our fourth quarter of fiscal year 2013 reflected a 3.0% growth in gross profit and a 233.6% growth in net income from the third quarter of fiscal year 2013 (or 2.0% growth in net income excluding the impact of $4.9
million in one-time charges for the repayment of our term loan in the third quarter of fiscal year 2013); and

•

the estimated offering price necessarily assumes that this offering has occurred and a public market for our common stock has been created. Therefore, the estimated offering price excludes the marketability and
illiquidity discounts used in our September 30, 2013 valuation report.”

 The Company believes that the fair value
of a share of restricted nonvoting common stock applicable to each restricted stock unit award was appropriate at the applicable valuation dates and demonstrated the efforts of the Board and the Company to consider all relevant factors available at
the valuation dates. The Company believes that the proposed disclosure set forth above will provide investors with a clear indication of the intervening factors that have led to the increase in the fair value of the Company’s common stock.

***

 Attached as Exhibit
A to this letter is a letter from the Company that contains certain acknowledgements by the Company in connection with this letter.

We appreciate the Staff’s comments and request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any
questions or comments regarding this letter.

Sincerely,

/s/ John-Paul Motley

 John-Paul Motley

 of O’Melveny &
Myers LLP

cc:
John Schaefer, Sportsman’s Warehouse Holdings, Inc.

 Kevan Talbot, Sportsman’s
Warehouse Holdings, Inc.

 Exhibit A

Sportsman’s Warehouse Holdings, Inc.

7035 South High Tech Drive

Midvale, UT 84047

 April 1, 2014

VIA EDGAR AND FEDERAL EXPRESS

 Mara L. Ransom

 Assistant Director

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

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. 333-194421

Dear Ms. Ransom:

 This letter is submitted
by Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), in connection with the letter submitted today on behalf of the Company in response to the comments of the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 27, 2014, regarding the above referenced Amendment No. 1 to Registration Statement on Form S-1. In connection therewith, the
Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact me at (801) 566-6681 or ktalbot@sportsmanswarehouse.com with any questions or
comments.

Sincerely,

/s/ Kevan Talbot

Kevan Talbot

Chief Financial Officer and Secretary

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

CORRESP
1
filename1.htm

CORRESP

 BEIJING

BRUSSELS

CENTURY CITY

HONG KONG

JAKARTA†

LONDON

NEWPORT BEACH

NEW YORK

 400 South Hope Street

Los Angeles, California 90071-2899

TELEPHONE (213) 430-6000

FACSIMILE (213) 430-6407

www.omm.com

 SAN FRANCISCO

SEOUL

SHANGHAI

SILICON VALLEY

SINGAPORE

TOKYO

WASHINGTON, D.C

 March 7, 2014

 VIA
EDGAR AND FEDERAL EXPRESS

 Mara L. Ransom

 Assistant
Director

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

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 Ms. Ransom:

 On behalf of
Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission” or the “SEC”) set forth in your letter dated February 14, 2014 (the “Comment Letter”), regarding the above referenced Amendment No. 1 to Draft Registration
Statement on Form S-1 (the “Registration Statement”). The Company has also revised the Registration Statement (the “Revised Registration Statement”) in response to the Staff’s comments and is filing
concurrently with this letter the Revised Registration Statement, which reflects these revisions.

 For the convenience of the
Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Capitalized terms used and not defined have the meanings given in the Revised
Registration Statement. Page and caption references in the text of this letter correspond to pages and captions in the Revised Registration Statement.

† In association with Tumbuan & Partners

 Ms. Mara L. Ransom, March 7, 2014

 Page
 2

 REGISTRATION STATEMENT ON FORM S-1

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 competitors choose to construct their stores while you choose to lease yours. Please revise your related disclosures to reflect this aspect of your expansion strategy.

Response:

 In response to
the Staff’s comment, the Company has revised its disclosure on pages 1 and 58 of the Revised Registration Statement to indicate that opening stores is “less capital-intensive” for the Company because the Company’s “no
frills” store layout requires less initial cash investment to build out and the Company’s stores generally require less square footage than the stores of its competitors. While the Company does lease its stores, the Company notes for the
Staff that it generally has to undergo significant renovations to build out any existing leased space in order for the store layout to meet the Company’s requirements and to be consistent with its other stores. The Company believes the primary
reason that its initial costs for opening a store are less than its competitors is due to the fact that it has a smaller, “no frills” approach to its store layouts than its competitors. For example, as disclosed on page 1 of the
Revised Registration Statement, the Company’s stores range from 30,000 to 65,000 square feet, whereas Cabela’s stores range from 40,000 to 246,000 square feet, based on its most recent annual report on Form 10-K filed with the Commission,
and the stores for Bass Pro Shops and Gander Mountain range from 27,000 to 300,000 square feet and 21,000 to 123,000 square feet, respectively, each based on information available on their websites.

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

2.
We have reviewed your response to comment 32 from our letter dated January 10, 2014 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 us how you computed the amount. If the restricted net 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.

Response:

 In response to
the Staff’s comment, the Company advises the Staff that the parent company has no assets other than investments in the consolidated subsidiaries and all

 Ms. Mara L. Ransom, March 7, 2014

 Page
 3

of the net assets of the consolidated subsidiaries (after intercompany eliminations) are restricted and may not be transferred to the parent company without the consent of the lenders. Because
all of the net assets of the consolidated group are held by consolidated subsidiaries, the disclosures as 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 would be the same as the consolidated financial statements. As such, the Company has revised its disclosure on pages F-14 and F-28 to indicate that all of the net assets of the consolidated subsidiaries, which
constitute the net assets of the consolidated group, are restricted.

 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 revenues 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.

Response:

 In response to
the Staff’s comment, the Company advises the Staff that the Company records the reduction in revenues based on the total estimated revenue related to estimated returns with a related credit to cost of sales.

***

 We appreciate the
Staff’s comments and request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter.

Sincerely,

/s/ John-Paul Motley

 John-Paul Motley

 of
O’Melveny & Myers LLP

cc:
John Schaefer, Sportsman’s Warehouse Holdings, Inc.

Kevan Talbot, Sportsman’s Warehouse Holdings, Inc.

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

January 10, 2014

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.
Draft Registration Statement on Form S -1
Submitted December 11, 2013
  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
amende d draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please revise the registration statement to include all information required by Form S -1,
including filing the required exhibits, and complete all blanks in the registration
statement, subject to applicable exemptions.  Please also confirm to us your
understanding that we will require sufficient time to review such information before
declaring the registration statement effective.

2. Please supplementa lly provide us with any written materials that you or anyone
authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.   Similarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 2

 3. We note that you have disclosed in your risk factors that you will be deemed a
“controlled company”  and you have provided a discussion in your Management
disclosures.  P lease  also disclose in the  prospectus summary that you will be  a
“controlled company .”

Presentation of Certain Financial Measures
4. Please remove all defined terms in the forepart of your document.  All defined terms in
your prospectus should be clear from their context , if they are not clear, please revise.  In
this regard, we also note your use of the terms “SKU,” and “power and lifestyle centers.”
Please revise to explain within the context of your discussion what these terms mean.

5. Please tell us if the numerator i n your “ four-wall Adjusted EBITDA margin” calculation
is four-wall Adjusted EBITDA or Adjusted EBITDA.  Revise your disclosure if
necessary.

Prospectus Summary, page 1
6. Please provide copies of the reports or studies that support the qualitative and
comparative statements contained in your prospectus.  We note the following examples:

 “Today, we have the largest outdoor specialty store base in the W estern United
States and Alaska, ”  page 1;

 “The 2011 U.S. Fish and Wildlife national survey, published  once every five
years, found that hunting and fishing participation increased 11% and 9%,
respectively, for Americans ages  16 and older from 2006 to 2011,”  p age 2 ;

 “‘mom & pop’ shops…comprise 65% of the market,” page 2;

 “We operate 47 stores across 18 states, primarily in the Western United States
and Alaska, with a presence in these markets that is over three times that of the
next largest outdoor retailer ,” page 4, and;

 “According to the NSGA, in 2012, participation among women in hunting with
firear ms and target shooting with live ammunition increased 29% and 27%,
respectively,” page 69.

These are only examples.  Please mark your furnished support or provide page references
in your response to the sections you rely u pon for each specific statement.  To the extent
you are unable to provide support, please delete the qualitative and comparative
statement , or revise to indicate that it is based on management’s belief and discuss the
basis for such belief .  Please revise throughout your prospectus as nec essary.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 3

 7. As a related matter, please tell us your basis for the statement that you are a “high -
growth” outdoor sporting goods retailer and tell us by what measure you are referring to
such growth.

8. Also , we note your statement  on page 2, first paragraph, second sentence,  “We believe
that U.S. outdoor activities and sporting goods retail sales totaled over $50 billion in
2012.”  Please revise to discuss the basis for this belief.

9. Also , we note your indication that your store layout is “less capital intensive” than that of
your principal competitors.  In an appropriate place in your disclosure, please explain
what you mean by this and provide your basis for this statement.

Our competitive strengths,  page 4

10. We note your reference on page 4 and elsewhere in your prospectus to “double -digit”
Adjusted EBITDA margins.   With a view to clarity, please revise to quantify such
amounts.

Principal Stockholders, page 6

11. Given the recent dividend payments you have made, please revise your prospectus
summary to disclose such dividends and the amounts that were ultimately paid out .
Please also state the business purpose for these dividends.  Please also disclose in your
prospectus summary that i n connection with these d ividend s, you incurred borrowings
under your term loans of at least $220 million  in 2012 and 2013 in order to do so .

12. Please revise your prospectus summary to quantify and describe any payments,
compensation or equity that your Pr incipal Stockh olders, directors or executive officers
received or will receive in connection wi th this offering.

Emerging Growth Company, page 6

13. Considering you are an emerging growth company, please state your election under
Section 107(b) of the JOBS  Act:

 If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a statement
that the election is irrevocable; or

 If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor explaining
that this election allows you to delay the adoption of new or revised accounting
standards that have different effective date s for public and private companies until
those standards apply to private companies.  Please state in your risk factor that, as a
result of this election, your  financial statements may not be comparable to companies

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 4

 that comply with public company effectiv e dates.   Include a similar statement in your
critical accounting policy disclosures.

Summary Consolidated Financial and Operating Data, page 10

14. We note you r disclosure on page 11 that Adjusted EBITDA excludes certain “one -time
non-recurring expenses,” s uch as store acquisition costs, e -commerce start -up costs, and
pre-opening expenses.  Please note that Item 10(e) of Regulation S -K prohibits adjusting
a non -GAAP financial performance measure to eliminate items identified as non -
recurring, infrequent or u nusual when the nature of the charge is such that it is reasonably
likely to recur within two years or there was a similar charge within the prior two year.
We note that you incurred pre -opening expenses in all periods presented and acquisition
expenses i n the most recent annual and interim periods.  Given the recurrence of these
items, please refrain from referring to these charges as “one -time non -recurring” items.
See question 102.03 of our Non -GAAP Financial Measures Compliance and Disclosure
Interpre tation, available at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Market and Industry Data, page 32

15. Please remove your statement that you “have not inde pendently verified the accuracy or
completeness” contained in your prospectus, as it is inappropriate to suggest  that you are
not responsible for the accuracy of the information you elect to include in your disclosure
document.

Use of Proceeds, page 33

16. We note that you are seeking a waiver from the requirement to use all the proceeds from
your offering to pay down your revolving credit facility.  With a view to understanding
why you plan to seek a waiver when you otherwise have no plans for the proceeds, please
elaborate upon why you plan to seek a waiver.  Also, please ensure that you continue to
update your prospectus concerning this issue as your registration statement is processed.
Please include a risk factor addressing the consequences should you no t obtain a waiver
from this requirement.

17. Please revise to quantify “a portion of the borrowings” outstanding under your term loans
to which you plan to apply some of your use of proceeds.

Dividend Policy, page 34

18. Please clarify your disclosure here to explain whether you paid two separate dividends in
November 2012 as your existing disclosure suggests that your restricted nonvoting stock
received a dividend of $1.81 and $8.57 at such time.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 5

 19. Please also provide th e aggregate amount of dividends that were paid out at each of the
times you reference.

Management’s Discussion and Analysis, page 41

Results of Operations, page 44

20. Please revise your disclosure to elaborate upon how you define “customer visits.”  For
example, please clarify whether each visit includes a purchase made by a customer and
whether you distinguish between repeat customers in arriving at your total.

21. Where you identify intermediate causes of changes in your operating results, also
describe the reasons underlying the intermediate causes.  For example, you indicate on
page 46 that your same store sales increased 16.2% during the first three quarters of fiscal
year 2012 compared to the same period in fiscal 2011 due to an “overall general increase
in demand for our products.”  Please expand your disclosures to provide management’s
insight into the specific factors that contributed to this sales trend, and if possible,
quantify the impact of each underlying factor.  See Item 303(a) of Regulation S -K and
SEC Release No. 33 -8350.

22. We note your disclosure on page 19 that government regulations, particularly regulations
relating to the sale of firearms and ammunition, may negatively impact the demand for
your products and the ability to conduct your bus iness.  You also disclose on page 20 that
sales of firearms represent a significant percentage of your net sales and are critical in
drawing customers to your stores.  Considering the significance of firearms and
ammunitions to your net sales and the poten tial for restrictions on the future sale of such
products, please quantify, either in dollars or as a percentage of sales, your firearm and
ammunition sales for each period presented.  If you do not believe such information
would be useful to investors or enable them to view the company through the eyes of
management, please explain to us the reasons for such a determination.

Liquidity and Capital Resources, page 48

23. Quantify your future material commitments for capital expenditures and the source of
funds you intend to use to fulfill such commitments.  See Item 303(a)(2)(i) of Regulation
S-K.

24. Please provide a more informative analysis and discussion of changes in operating cash
flows, including changes in working capital components, for each period p resented.  In
doing so, please explain the underlying reasons and implications of material changes
between periods to provide investors with an understanding of trends and variability in
cash flows.  For example, given the significant number of new stores opened during fiscal
2013, you may wish to quantify the impact these new stores had on your cash flows, if
possible.  Please ensure your discussion and analysis is not merely a recitation of changes

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 6

 evident from the financial statements.  Refer to Item 303 (a) of Regulation S -K and SEC
Release No. 33 -8350.

Critical Accounting Policies, page 50

25. Please revise the discussion of your critical accounting policies and estimates to focus on
the assumptions and uncertainties that underlie your critical accounting estimates, rather
than duplicating certain of the accounting policy disclosures in the fina ncial statement
footnotes.  Discuss the sensitivity of reported results to changes in your assumptions,
judgments, and estimates, including the likelihood of obtaining materially different
results if different assumptions were applied.

Contractual Oblig ations, page 52

26. We note  your disclosure on page 67 that all of your leases provide for additional
payments associated with common area maintenance, real estate, taxes and insurance.
Please include a footnote below the contractual obligations table to ind icate that the
operating lease obligation amounts presented do not include these additional obligations.
Since this table is aimed at providing additional information that is material to
understanding a company’s cash requirements, you may want to disclos e amounts paid in
prior years for such items in order to provide a context for the reader to understand the
impact of these charges on your total lease obligations.  See Item 303(a)(5) of Regulation
S-K and footnote 46 to SEC Release No. 33 -8350.

Business , page 55

27. We note your indication on page 59 that you intend to modify 14 stores in 2014.  In an
appropriate place in your Management’s Discussion and Analysis, please disclose the
historical and projected costs of such remodels.

Executive Compensation,  page 81

28. Please update this section to provide compensation information for the recently
completed fiscal year.  In this regard, refer to Section 217.11  under “Interpretive
Responses Regarding Particular Situations” of our Compliance and Disclosure
Interp retations relating to Regulation S -K.

Executive Incentive Plans, page 82
29. We note your description of your benefits plans and your compensation plans are
qualified in their entirety by reference to the full text of each plan or award
documentation.   As you are responsible for the accuracy of the information in the filing,
this type of qualification is inappropriate.  Please revise accordingly.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 7

 Description of Capital Stock, page 91

30. Please remove the statement to the effect that your summaries are not complete.

Financial Statements for the Fiscal Year Ended February 2, 2013

Notes to Consolidate d Financial Statements, page F -7
(1) Nature of the Business, page F -7
Segment Reporting, page F -8

31. We note that your chief operating decision maker reviews financial information presented
on a consolidated and individual store and cost center basis.  Please address the following
comments:

 You disclose on page 62 that you “actively monitor the profitability of each product
category within each department and adjust our assortment and selling space
accordingly.”  Please tell us the extent to which your CODM regularly reviews
financial information of your product categories and departments and explain why
your product categories or departments do not represent y our operating segments.

 Considering product category profitability appears to be a key measure used by
management, please tell us how you considered quant