SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CCMP Capital, LLC (Last) (First) (Middle) 245 PARK AVENUE, 16TH FL. (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2015	3. Issuer Name and Ticker or Trading Symbol Ollie's Bargain Outlet Holdings, Inc. [ OLLI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share ("Common Stock")	34,603,040	D(1)(2)(3)(4)
Common Stock	30,533,305	D(1)(2)(3)(4)(5)
Common Stock	4,069,735	D(1)(2)(3)(4)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CCMP Capital, LLC (Last) (First) (Middle) 245 PARK AVENUE, 16TH FL. (Street) NEW YORK NY 10167 (City) (State) (Zip)

1. Name and Address of Reporting Person* CCMP Capital Investors II, L.P. (Last) (First) (Middle) C/O CCMP CAPITAL, LLC 245 PARK AVENUE, 16TH FL. (Street) NEW YORK NY 10167 (City) (State) (Zip)

1. Name and Address of Reporting Person* CCMP Capital Investors (Cayman) II, L.P. (Last) (First) (Middle) C/O INTERTRUST CORP SVCS (CAYMAN) LTD 190 ELGIN AVENUE (Street) GEORGE TOWN E9 KY1-9005 (City) (State) (Zip)

1. Name and Address of Reporting Person* CCMP Capital Associates, L.P. (Last) (First) (Middle) C/O CCMP CAPITAL, LLC 245 PARK AVENUE, 16TH FL. (Street) NEW YORK NY 10167 (City) (State) (Zip)

1. Name and Address of Reporting Person* CCMP Capital Associates GP, LLC (Last) (First) (Middle) C/O CCMP CAPITAL, LLC 245 PARK AVENUE, 16TH FL. (Street) NEW YORK NY 10167 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 relating to the registration under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of Common Stock of Ollie's Bargain Outlet Holdings, Inc. (the "Issuer") in connection with the Issuer's initial public offering of such Common Stock.

2. (Continuation of Footnote 1) - This Form 3 is being filed by (i) CCMP Capital Investors II, L.P. ("CCMP Capital Investors"), (ii) CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds"), (iii) CCMP Capital Associates, L.P. ("CCMP Capital Associates"), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP"), the general partner of CCMP Capital Associates and (v) CCMP Capital, LLC ("CCMP Capital"), the owner of CCMP Capital Associates GP (CCMP Capital, together with the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital Associates GP, the "Reporting Persons"). The amount of securities indicated in the first row of Table I reflects the aggregate amount of shares beneficially owned by the CCMP Capital Funds. See footnotes (5) and (6).

3. (Continuation of Footnote 1) - Each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own the Issuer's common stock reported herein held by the CCMP Capital Funds. The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is not readily determinable because it is subject to several variables, including the internal rate of return within the CCMP Capital Funds.

4. (Continuation of Footnote 1) - The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership of the Issuer's common stock held by the Reporting Persons as a group. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

5. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.

6. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P.

Remarks:

	CCMP CAPITAL, LLC By: /s/ Richard G. Jansen, General Counsel	07/15/2015
	CCMP CAPITAL INVESTORS II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its general partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel	07/15/2015
	CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its general partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel	07/15/2015
	CCMP CAPITAL ASSOCIATES, L.P., By: CCMP Capital Associates GP, LLC, its general partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel	07/15/2015
	CCMP CAPITAL ASSOCIATES GP, LLC , By: /s/ Richard G. Jansen, Managing Director and General Counsel	07/15/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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