EVP/CFO Helm Robert F exercised 2,475 shares at a strike of $36.35, sold $247,568 worth of shares (2,139 units at $115.74) and covered exercise/tax liability with 639 shares, decreasing direct ownership by 8% to 3,585 units (SEC Form 4)
$OLLI
Department/Specialty Retail Stores
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share | 04/01/2025 | M(1) | 1,212 | A | $74.23 | 5,100 | D | |||
| Common Stock, par value $0.001 per share | 04/01/2025 | S(1) | 1,212 | D | $115.74(2) | 3,888 | D | |||
| Common Stock, par value $0.001 per share | 04/01/2025 | S(1) | 626 | D | $115.74(2) | 3,262 | D | |||
| Common Stock, par value $0.001 per share | 04/01/2025 | S(1) | 301 | D | $115.74(2) | 2,961 | D | |||
| Common Stock, par value $0.001 per share | 04/01/2025 | M(3) | 1,263 | A | $0(4) | 4,224 | D | |||
| Common Stock, par value $0.001 per share | 04/01/2025 | F(5) | 639 | D | $114.55(6) | 3,585 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Employee Stock Option (right to buy) | $74.23 | 04/01/2025 | M(1) | 1,212 | (7) | 04/01/2034 | Common Stock | 1,212 | $0 | 8,480 | D | ||||
| Restricted Stock Units | (8) | 04/01/2025 | M(3) | 1,263 | (9) | (9) | Common Stock | 1,263 | $0 | 3,789 | D | ||||
| Employee Stock Option (right to buy) | $114.55 | 04/01/2025 | A | 9,117 | (10) | 04/01/2035 | Common Stock | 9,117 | $0 | 9,117 | D | ||||
| Restricted Stock Units | (8) | 04/01/2025 | A | 4,365 | (11) | (11) | Common Stock | 4,365 | $0 | 4,365 | D | ||||
| Explanation of Responses: |
| 1. Transactions made pursuant to an agreement adopted on December 19, 2024, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
| 2. The price reported in column 4 is the price at which these shares were sold in a single transaction. |
| 3. Represents the conversion upon vesting of a restricted stock award into common stock ("Common Stock"). |
| 4. Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis. |
| 5. 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. |
| 6. The price reported in column 4 is equivalent to the fair market value based on the closing market price as of April 1, 2025. |
| 7. Options vest and become exercisable in 25% installments on each anniversary date of the grant, April 1, 2024, subject to continued service through each applicable vesting date. The reporting person was granted 9,692 options, of which 2,423 vested on April 1, 2025; 2,423 vest on April 1, 2026; 2,423 vest on April 1, 2027; and 2,423 vest on April 1, 2028. |
| 8. Each of the RSUs represents a contingent right to receive one share of Common Stock at vesting. |
| 9. RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, April 1, 2024, subject to continued service through each applicable vesting date. The reporting person was granted 5,052 RSUs, of which 1,263 vested on April 1, 2025; 1,263 vest on April 1, 2026; 1,263 vest on April 1, 2027; and 1,263 vest on April 1, 2028. |
| 10. Options vest and become exercisable in 25% installments on each anniversary date of the grant, April 1, 2025, subject to continued service through each applicable vesting date. The reporting person was granted 9,117 options, of which 2,279 vest on April 1, 2026; 2,280 vest on April 1, 2027; 2,279 vest on April 1, 2028; and 2,279 vest on April 1, 2029. |
| 11. RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, April 1, 2025, subject to continued service through each applicable vesting date. The reporting person was granted 4,365 RSUs, of which 1,091 vest on April 1, 2026; 1,092 vest on April 1, 2027; 1,091 vest on April 1, 2028; and 1,091 of the RSUs vest on April 1, 2029. |
| Remarks: |
| /s/ James J. Comitale as Attorney-In-Fact | 04/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||