UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sportsman's Warehouse Holdings, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
84920Y106
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rulepursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The remainder of this cover page shall be filled out for a reportingperson's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing informationwhich would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shallnot be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwisesubject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
84920Y106
CUSIP No
1. NAME OF REPORTING PERSONS
Kite Lake Capital Management (UK) LLP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN, OO
84920Y106
CUSIP No
1. NAME OF REPORTING PERSONS
Kite Lake Capital Management Ltd
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO, OO
84920Y106
CUSIP No
1. NAME OF REPORTING PERSONS
Kite Lake Capital Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO, OO
84920Y106
CUSIP No
1. NAME OF REPORTING PERSONS
Massoumeh Khadjenouri
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
84920Y106
CUSIP No
1. NAME OF REPORTING PERSONS
Jan Lernout
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
84920Y106
CUSIP No
Item 1. (a). Name of Issuer:
Sportsman's Warehouse Holdings, Inc.
(b). Address of Issuer's Principal Executive Offices:
1475 West 9000 South, Suite A
West Jordan, Utah 84088
Item 2. (a). Name of Person Filing:
Kite Lake Capital Management (UK) LLP
Kite Lake Capital Management Ltd
Kite Lake Capital Ltd.
Massoumeh Khadjenouri
Jan Lernout
(b). Address of Principal Business Office, or if None, Residence:
Kite Lake Capital Management (UK) LLP
1 Knightsbridge Green
6
th
Floor
London, SW1X 7QA
Kite Lake Capital Management Ltd
1 Knightsbridge Green
6
th
Floor
London, SW1X 7QA
Kite Lake Capital Ltd.
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Massoumeh Khadjenouri
c/o Kite Lake Capital Management (UK) LLP
1 Knightsbridge Green
6
th
Floor
London, SW1X 7QA
Jan Lernout
c/o Kite Lake Capital Management (UK) LLP
1 Knightsbridge Green
6
th
Floor
London, SW1X 7QA
(c). Citizenship:
Kite Lake Capital Management (UK) LLP - United Kingdom
Kite Lake Capital Management Ltd - United Kingdom
Kite Lake Capital Ltd. - Cayman Islands
Massoumeh Khadjenouri - United Kingdom
Jan Lernout - Belgium
(d). Title of Class of Securities:
Common Stock, $.01 par value
(e). CUSIP Number:
84920Y106
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under Section
15 of the Exchange Act (15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6)
of the Exchange Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance
with (s) 240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with (s) 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with
s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Kite Lake Capital Management (UK) LLP: 0
Kite Lake Capital Management Ltd: 0
Kite Lake Capital Ltd.: 0
Massoumeh Khadjenouri: 0
Jan Lernout: 0
(b) Percent of class:
Kite Lake Capital Management (UK) LLP: 0%
Kite Lake Capital Management Ltd: 0%
Kite Lake Capital Ltd.: 0%
Massoumeh Khadjenouri: 0%
Jan Lernout: 0%
(c) Number of shares as to which Kite Lake Capital Management (UK) LLP has:
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 0 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 0 .
Number of shares as to which Kite Lake Capital Management Ltd has :
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 0 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 0 .
Number of shares as to which Kite Lake Capital Ltd. has:
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 0 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 0 .
Number of shares as to which Massoumeh Khadjenouri has:
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 0 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 0 .
Number of shares as to which Jan Lernout has:
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 0 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 0 .
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more
than five percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
N/A
Identification and Classification of Members of the Group.
Item 8.
If a group has filed this schedule pursuant to (s)240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to (s)240.13d-1(c)
or (s)240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under (s) 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best ofmy knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 14, 2024
(Date)
MASSOUMEH KHADJENOURI
KITE LAKE CAPITAL MANAGEMENT (UK) LLP
KITE LAKE CAPITAL MANAGEMENT LTD
KITE LAKE CAPITAL LTD.
By: /s/ Massoumeh Khadjenouri
Massoumeh Khadjenouri, for herself and as Director of Kite Lake Capital Ltd. and Kite
Lake Capital Management Ltd and as Partner of Kite Lake Capital Management (UK) LLP
JAN LERNOUT
KITE LAKE CAPITAL MANAGEMENT (UK) LLP
KITE LAKE CAPITAL MANAGEMENT LTD
By: /s/ Jan Lernout
Jan Lernout, for himself and as a Director of Kite Lake Capital
Management Ltd and as Partner of Kite Lake Capital Management (UK) LLP
*Each Reporting Person specifically disclaims beneficial ownershipof the
securities reported herein except to the extent of its pecuniary interest
therein.
The original statement shall be signed by each person on whose behalfthe
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representativeother than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalfof such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on filewith the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed
orprinted beneath his signature.
Note. Schedules filed in paper format shall include a signed originaland five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constituteFederal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule13G dated February 14, 2024 relating
to the Common Stock, $.01 par value, of Sportsman's Warehouse Holdings, Inc.,
shall be filedon behalf of the undersigned.
MASSOUMEH KHADJENOURI
KITE LAKE CAPITAL MANAGEMENT (UK) LLP
KITE LAKE CAPITAL MANAGEMENT LTD
KITE LAKE CAPITAL LTD.
By: /s/ Massoumeh Khadjenouri
Massoumeh Khadjenouri, for herself and as Director of Kite Lake Capital Ltd. and Kite
Lake Capital Management Ltd and as Partner of Kite Lake Capital Management (UK) LLP
JAN LERNOUT
KITE LAKE CAPITAL MANAGEMENT (UK) LLP
KITE LAKE CAPITAL MANAGEMENT LTD
.
By: /s/ Jan Lernout
Jan Lernout, for himself and and as a Director of Kite Lake Capital
Management Ltd and as Partner of Kite Lake Capital Management (UK) LLP