SMITH & WESSON BRANDS, INC. — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH & WESSON HOLDING CORP (SWHC)
CIK: 0001092796
Period of Report: 2014-01-03

Reporting Person: SALTZ MITCHELL A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Stock	M	10000	$1.68	Acquired	16034	Direct
2014-01-03	Common Stock	M	10000	$5.31	Acquired	26034	Direct
2014-01-03	Common Stock	M	10000	$4.44	Acquired	36034	Direct
2014-01-03	Common Stock	M	10000	$5.79	Acquired	46034	Direct
2014-01-03	Common Stock	M	10000	$3.69	Acquired	56034	Direct
2014-01-03	Common Stock	M	10000	$2.65	Acquired	66034	Direct
2014-01-03	Common Stock	S	60000	$13.329	Disposed	6034	Direct
2014-01-03	Common Stock	S	5000	$13.4446	Disposed	184100	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Director Stock Option (Right to Buy)	$1.68	M	10000	Disposed	2014-09-13	Common Stock (10000)	Direct
2014-01-03	Director Stock Option (Right to Buy)	$5.31	M	10000	Disposed	2015-09-21	Common Stock (10000)	Direct
2014-01-03	Director Stock Option (Right to Buy)	$4.44	M	10000	Disposed	2018-09-15	Common Stock (10000)	Direct
2014-01-03	Director Stock Option (Right to Buy)	$5.79	M	10000	Disposed	2019-09-14	Common Stock (10000)	Direct
2014-01-03	Director Stock Option (Right to Buy)	$3.69	M	10000	Disposed	2020-09-27	Common Stock (10000)	Direct
2014-01-03	Director Stock Option (Right to Buy)	$2.65	M	10000	Disposed	2021-09-26	Common Stock (10000)	Direct

Footnotes

F1: The shares were sold pursuant to a 10b5-1 Sales Plan dated December 19, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.24 to $13.64, inclusive. The reporting person undertakes to provide to Smith & Wesson Holding Corporation (the "Company"), any security holder of the Company, 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 ranges set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.28 to $13.63, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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 ranges set forth in this footnote.

F4: The amount of securities beneficially owned by Stockbridge Enterprises, L.P. prior to the reported transaction included 5,000 shares previously reported as being held directly by the reporting person.

F5: The shares are held by Stockbridge Enterprises, L.P., of which the reporting person controls the investment decisions. Stockbridge Enterprises, L.P. is owned by a limited partnership in which the reporting person owns an indirect interest.

F6: 1/12th of the total number of options granted vested and became exercisable each month after the September 15, 2008 date of grant.

F7: 1/12th of the total number of options granted vested and became exercisable each month after the September 14, 2009 date of grant.

F8: 1/12th of the total number of options granted vested and became exercisable each month after the September 27, 2010 date of grant.

F9: 1/12th of the total number of options granted vested and became exercisable each month after the September 26, 2011 date of grant.