SMITH & WESSON BRANDS, INC. — Director's Dealing 2016

Jul 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH & WESSON HOLDING CORP (SWHC)
CIK: 0001092796
Period of Report: 2016-06-30

Reporting Person: Cicero Robert J. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Common Stock	M	38500	—	Acquired	70785	Direct
2016-06-30	Common Stock	F	18114	$27.18	Disposed	52671	Direct
2016-07-01	Common Stock	S	20386	$27.0702	Disposed	32285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-30	Performance Rights	$	M	38500	Disposed	2016-04-26	Common Stock (38500)	Direct

Footnotes

F1: Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest based on achievement of certain target performance of the Issuer's stock price over a three year performance period. The number of shares delivered is the maximum number of shares that may be delivered pursuant to the award.

F2: Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the settlement of performance rights.

F3: The shares were sold pursuant to a 10b5-1 Trading Plan dated March 29, 2016.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.87 to $27.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder 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.