SMITH & WESSON BRANDS, INC. — Director's Dealing 2015

Apr 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH & WESSON HOLDING CORP (SWHC)
CIK: 0001092796
Period of Report: 2015-04-27

Reporting Person: Smith Mark Peter (See remarks.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-27	Common Stock	F	1834	$14.94	Disposed	31021	Direct
2015-04-29	Common Stock	A	15000	$0.00	Acquired	46021	Direct
2015-04-29	Common Stock	F	1111	$14.90	Disposed	44910	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-29	Performance Rights	$	A	34000	Acquired	2019-05-01	Common Stock (34000)	Direct

Footnotes

F1: Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.

F2: One-quarter of the restricted stock units shall vest on each of the first, second, third, and fourth anniversaries of May 1, 2015. Shares, net of tax withholding, will be delivered on each anniversary of the applicable vesting date.

F3: Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest based on stock performance over a three-year performance period, and shares, net of tax withholding, will be delivered on the first anniversary of the vesting date. The number represents the maximum number of shares that may be delivered pursuant to the award.