UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ________)*
 
Sportsman’s Warehouse Holdings, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
84920Y106
(CUSIP Number)

Christopher D. Towle
 Towle & Co.
1610 Des Peres Road, Suite 250, St. Louis, MO 63131
(314) 822-0204
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 31, 2017
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. 84920Y106
13G
Page 2 of 5 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Towle & Co.
 43-1238562
 
 
 
 
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
 
 
Missouri
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 

3,865,025
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,865,025
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,865,025
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.08%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
CUSIP No. 84920Y106
13G
Page 3 of 5 Pages
 
Item 1.
 
  (a)
Name of Issuer
Sportsman’s Warehouse Holdings, Inc.

(b)
Address of Issuer’s Principal Executive Offices
7035 South High Tech Drive
Midvale, UT 84047

Item 2.
 
(a)
Name of Person Filing
Towle & Co.

(b)
Address of the Principal Office or, if none, residence
1610 Des Peres Road, Suite 250
St. Louis, MO 63131

(c)
Citizenship
Missouri Corporation

(d)
Title of Class of Securities
Common Stock

(e)
CUSIP Number
84920Y106
 
Item 3.
If this statement is filed pursuant to §§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 Act (15 U.S.C. 78o).
       
 
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
☐
Insurance company as defined in section 3(a)(19) of the 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)
☒
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
☐
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
☐
A savings associations 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 §240.13d-1(b)(1)(ii)(J).
 
CUSIP No. 84920Y106
13G
Page 4 of 5 Pages
 
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: 3,865,025

(b)
Percent of class:  9.08%

(c)
Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote  3,865,025

(ii)
Shared power to vote or to direct the vote  0

(iii)
Sole power to dispose or to direct the disposition of  3,865,025

(iv)
Shared power to dispose or to direct the disposition of 0
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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
 
Instruction. Dissolution of a group requires a response to this item.
 
Not Applicable

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8.
Identification and Classification of Members of the Group.

Not applicable

Item 9.
Notice of Dissolution of Group.

Not Applicable

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.
 
CUSIP No. 84920Y106
13G
Page 5 of 5 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
2/13/2018
 
Date
   
 
/s/ Christopher D. Towle
 
Signature
   
 
Christopher D. Towle/President
 
Name/Title