Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the 13 weeks ended October 29, 2022 (dollars in thousands, except share and per share data):
Period
Total # of Shares Purchased
Average Price Paid per Share
Total # of Shares Purchased as Part of a Publicly Announced Program
Maximum Dollar Value of Shares that May yet Be Purchased Under the Program
July 31, 2022 to August 29, 2022
—
N/A
—
$
22,942
August 30, 2022 to September 28, 2022
926,360
$
8.69
926,360
$
14,891
September 29, 2022 to October 29, 2022
266,998
$
8.62
266,998
$
12,589
Total
1,193,358
$
8.67
1,193,358
$
12,589
On March 24, 2022 the Company announced that its Board of Directors authorized a share repurchase program (the “Repurchase Program”) to allow for the repurchase of up to $75.0 million outstanding shares of the Company’s common stock, $0.01 par value per share commencing on March 31, 2022 (the “Commencement Date”). The Repurchase Program will terminate on the first anniversary of the Commencement Date. During the 13 weeks ended October 29, 2022 the Company repurchased a total of 1,193,358 shares of its common stock for $10.4 million, utilizing cash on hand and the Revolving Line of Credit.
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ITEM 6. EXHIBITS
Exhibit Number
Description
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith
+ Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Date: December 8, 2022
By:
/s/ Jon Barker
Jon Barker
President and Chief Executive Officer
(Principal Executive Officer)
Date: December 8, 2022
By:
/s/ Jeff White
Jeff White
Chief Financial Officer
(Principal Financial and Accounting Officer)
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.