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

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH & WESSON HOLDING CORP (SWHC)
CIK: 0001092796
Period of Report: 2016-03-07

Reporting Person: Debney P. James (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	25000	$3.92	Acquired	287196	Direct
2016-03-07	Common Stock	M	11428	$3.57	Acquired	298624	Direct
2016-03-07	Common Stock	M	25000	$3.57	Acquired	323624	Direct
2016-03-07	Common Stock	M	41200	$8.89	Acquired	364824	Direct
2016-03-07	Common Stock	S	102128	$26.1833	Disposed	262696	Direct
2016-03-07	Common Stock	S	500	$26.968	Disposed	262196	Direct
2016-03-08	Common Stock	M	13572	$3.57	Acquired	275768	Direct
2016-03-08	Common Stock	M	92133	$8.89	Acquired	367901	Direct
2016-03-08	Common Stock	S	105705	$26.0807	Disposed	262196	Direct
2016-03-09	Common Stock	M	100000	$4.56	Acquired	362196	Direct
2016-03-09	Common Stock	S	100000	$27.45	Disposed	262196	Direct
2016-03-09	Common Stock	S	24731	$28.10	Disposed	237465	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Employee Stock Option (Right to Buy)	$3.92	M	25000	Disposed	2020-08-02	Common Stock (25000)	Direct
2016-03-07	Employee Stock Option (Right to Buy)	$3.57	M	11428	Disposed	2021-07-12	Common Stock (11428)	Direct
2016-03-07	Employee Stock Option (Right to Buy)	$3.57	M	25000	Disposed	2021-07-12	Common Stock (25000)	Direct
2016-03-07	Employee Stock Option (Right to Buy)	$8.89	M	41200	Disposed	2021-09-26	Common Stock (41200)	Direct
2016-03-08	Employee Stock Option (Right to Buy)	$3.57	M	13572	Disposed	2021-07-12	Common Stock (13572)	Direct
2016-03-08	Employee Stock Option (Right to Buy)	$8.89	M	92133	Disposed	2021-09-26	Common Stock (92133)	Direct
2016-03-09	Employee Stock Option (Right to Buy)	$4.56	M	100000	Disposed	2019-11-09	Common Stock (100000)	Direct

Footnotes

F1: The shares were sold pursuant to a 10b5-1 Trading Plan dated December 17, 2015.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.95 to $26.90, 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range 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 $26.96 to $26.98, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.95 to $26.10, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the August 2, 2010 date of grant.

F6: The total number of options granted vested and became exercisable on the first anniversary of the July 12, 2011 date of grant.

F7: One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the July 12, 2011 date of grant.

F8: One-third of the total number of options granted vested and became exercisable on the April 10, 2013 date of grant and one-third of the total number of options granted vested and became exercisable on each of September 26, 2013 and September 26, 2014.

F9: One-third of the total number of options granted vested and became exercisable on each of the first, second, and third anniversary of the November 9, 2009 date of grant.