SVP, General Counsel Comitale James J exercised 6,243 shares at a strike of $49.19, covered exercise/tax liability with 328 shares and sold $622,712 worth of shares (5,485 units at $113.53), increasing direct ownership by 10% to 4,621 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) | 758 | A | $0(2) | 4,949 | D | |||
| Common Stock, par value $0.001 per share | 04/01/2025 | F(3) | 328 | D | $114.55(4) | 4,621 | D | |||
| Common Stock, par value $0.001 per share | 04/03/2025 | M(5) | 1,716 | A | $57.98 | 6,337 | D | |||
| Common Stock, par value $0.001 per share | 04/03/2025 | S(5) | 1,716 | D | $113.53(6) | 4,621 | D | |||
| Common Stock, par value $0.001 per share | 04/03/2025 | M(5) | 2,326 | A | $43.21 | 6,947 | D | |||
| Common Stock, par value $0.001 per share | 04/03/2025 | S(5) | 2,326 | D | $113.53(6) | 4,621 | D | |||
| Common Stock, par value $0.001 per share | 04/03/2025 | M(5) | 1,443 | A | $74.23 | 6,064 | D | |||
| Common Stock, par value $0.001 per share | 04/03/2025 | S(5) | 1,443 | D | $113.53(6) | 4,621 | 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 | ||||||||
| Restricted Stock Units | (7) | 04/01/2025 | M(1) | 758 | (8) | (8) | Common Stock | 758 | $0 | 2,273 | D | ||||
| Employee Stock Option (right to buy) | $114.55 | 04/01/2025 | A | 4,103 | (9) | 04/01/2035 | Common Stock | 4,103 | $0 | 4,103 | D | ||||
| Restricted Stock Units | (7) | 04/01/2025 | A | 1,964 | (10) | (10) | Common Stock | 1,964 | $0 | 1,964 | D | ||||
| Employee Stock Option (right to buy) | $57.98 | 04/03/2025 | M(5) | 1,716 | (11) | 03/23/2033 | Common Stock | 1,716 | $0 | 6,866 | D | ||||
| Employee Stock Option (right to buy) | $43.21 | 04/03/2025 | M(5) | 2,326 | (12) | 03/25/2032 | Common Stock | 2,326 | $0 | 2,326 | D | ||||
| Employee Stock Option (right to buy) | $74.23 | 04/03/2023 | M(5) | 1,443 | (13) | 04/01/2034 | Common Stock | 1,443 | $0 | 4,372 | D | ||||
| Explanation of Responses: |
| 1. Represents the conversion upon vesting of restricted stock awards into common stock ("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 April 1, 2025. |
| 5. 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. |
| 6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.53-115.00, inclusive. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, 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 range set forth in this footnote. |
| 7. Each of the RSUs represents a contingent right to receive one share of Common Stock at vesting. |
| 8. The 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 3,031 RSUs, of which 758 vested on April 1, 2025; 758 vest on April 1, 2026; 757 vest on April 1, 2027; and 758 vest on April 1, 2028. |
| 9. 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 4,103 options, of which 1,026 vest on April 1, 2026; 1,026 vest on April 1, 2027; 1,025 vest on April 1, 2028; and 1,026 vest on April 1, 2029. |
| 10. 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 1,964 RSUs, of which 491 vest on April 1, 2026; 491 vest on April 1, 2027; 491 vest on April 1, 2028; and 491 vest on April 1, 2029. |
| 11. Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 23, 2023, subject to continued service through each applicable vesting date. The reporting person was granted 6,866 options, of which 1,717 vested on March 23, 2024; 1,716 vested on March 23, 2025; 1,717 vest on March 23, 2026; and 1,716 vest on March 23, 2027. |
| 12. Options vest and become exercisable in 25% installments on each anniversary date of the grant, March 25, 2022, subject to continued service through each applicable vesting date. The reporting person was granted 9,305 options, of which 2,326 vested on March 25, 2023; 2,327 vested on March 25, 2024; 2,326 vested on March 25, 2025; and 2,326 vest on March 25, 2026. |
| 13. 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 5,815 options, of which 1,454 vested on April 1, 2025; 1,454 vest on April 1, 2026; 1,453 vest on April 1, 2027; and 1,454 vest on April 1, 2028. |
| Remarks: |
| /s/ James J. Comitale | 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. | ||