FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
OMB APPROVAL
|
Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
1. Name and Address of Reporting Person *
|
SWYGERT JOHN W |
|
2. Issuer Name and Ticker or Trading Symbol Ollie's Bargain Outlet Holdings, Inc. [OLLI]
|
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
|
_____ 10% Owner
|
__X__ Officer (give title below)
|
_____ Other (specify below)
|
President, CEO
|
|
C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC, 6295 ALLENTOWN BOULEVARD, SUITE 1 |
3. Date of Earliest Transaction (Month/Day/Year) 03/28/2020 |
HARRISBURG, PA 17112 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
1.Title of Security (Instr. 3)
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 03/28/2020 |
| M (1) |
| 2,122 | A |
$
0
(2) | 27,278 | D |
|
Common Stock | 03/28/2020 |
| F (3) |
| 584 | D |
$43.64 (4) | 26,694 | D |
|
Common Stock | 03/30/2020 |
| S (5) |
| 1,538 | D |
$43.33 (6) | 25,156 | D |
|
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date (Month/Day/Year)
|
3A. Deemed Execution Date, if any (Month/Day/Year)
|
4. Transaction Code (Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
|
6. Date Exercisable and Expiration Date (Month/Day/Year)
|
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
|
8. Price of Derivative Security (Instr. 5)
|
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Restricted Stock Units | (7) | 03/28/2020 |
| M (1) |
|
| 2,122 |
(8) |
(8) | Common Stock | 2,122 |
$
0
| 4,245 | D |
|
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SWYGERT JOHN W C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC 6295 ALLENTOWN BOULEVARD, SUITE 1 HARRISBURG, PA 17112 |
X
|
|
President, CEO |
|
Signatures
By: /s/ Robert Bertram as Attorney-In-Fact | |
03/31/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the conversion upon vesting restricted stock awards into common stock. |
(2) | Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis. |
(3) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. |
(4) | The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 27, 2020. |
(5) | Transactions made pursuant to an agreement adopted on October 3, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.30 to $43.37 per share, inclusive. The reporting person undertakes to provide to Ollie's Bargain Outlet Holdings, Inc., any security holder of Ollie's Bargain Outlet Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4. |
(7) | Each restricted stock award is the economic equivalent of one share of Ollie's Bargain Outlet Holdings, Inc. common stock. |
(8) | The restricted stock units vest and become exercisable in 25% installments on each anniversary date of the grant, March 28, 2018, subject to continued service through each applicable vesting date. The reporting person was granted 8,489 restricted stock units on March 28, 2018, of which 2,122 of the restricted stock units vested on March 28, 2019; 2,122 of the restricted stock units vested on March 28, 2020; 2,122 of the restricted stock units will vest on March 28, 2021 and 2,123 of the restricted stock units will vest on March 28, 2022. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|