UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No: 1)
 
OLLIE’S BARGAIN OUTLET HOLDINGS, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
 
681116109
(CUSIP Number)
 
September 12, 2016
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐          Rule 13d-1(b)
☐          Rule 13d-1(c)
☒          Rule 13d-1(d)



*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 



CUSIP No. 681116109
SCHEDULE 13G
 
 
1
NAMES OF REPORTING PERSONS
 
CCMP CAPITAL INVESTORS II, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) 
(b)  S
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
2

CUSIP No. 681116109
SCHEDULE 13G
 
 
1
NAMES OF REPORTING PERSONS
 
CCMP CAPITAL INVESTORS (CAYMAN) II, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) 
(b)  S
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
3

CUSIP No. 681116109
SCHEDULE 13G
 
 
1
NAMES OF REPORTING PERSONS
 
CCMP CAPITAL ASSOCIATES, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) 
(b)  S
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
4

CUSIP No. 681116109
SCHEDULE 13G
 
 
1
NAMES OF REPORTING PERSONS
 
CCMP CAPITAL ASSOCIATES GP, LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) 
(b)  S
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO

5

CUSIP No. 681116109
SCHEDULE 13G
 
 
1
NAMES OF REPORTING PERSONS
 
CCMP CAPITAL, LP
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) 
(b)  S
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
6

CUSIP No. 681116109
SCHEDULE 13G
 
 
1
NAMES OF REPORTING PERSONS
 
CCMP CAPITAL GP, LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) 
(b)  S
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.00%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
7

Item 1(a).               Name of Issuer

Ollie’s Bargain Outlet Holdings, Inc.

Item 1(b).               Address of Issuer's Principal Executive Offices

6295 Allentown Road
Suite 1
Harrisburg, PA 17112

Item 2.                   (a) Name of Person

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(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”);
(iv)
CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”);
(v)
CCMP Capital, LP (“CCMP Capital”); and
(vi)
CCMP Capital GP, LLC (“CCMP Capital GP”)

(b) Address of Principal Business Office or, if none, Residence

All Reporting Persons except CCMP Cayman:
c/o CCMP Capital Advisors, LP
245 Park Avenue, 16th Floor
New York, NY 10167

CCMP Cayman
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town, Grand Cayman KY 1-9005

(c) Citizenship

All Reporting Persons except CCMP Cayman: Delaware

CCMP Cayman: Cayman Islands

(d) Title of Class of Securities

Common Stock, par value $0.001 per share

(e) CUSIP Number

681116109

8

Item 3.                  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

          Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
          Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
          Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
          Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
          An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
          An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
          A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
          A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
          A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
          A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
          A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.                  Ownership

(a) Amount beneficially owned:

As of September 6, 2016, the Reporting Persons may be deemed to beneficially own in the aggregate 0 shares of the Issuer’s Common Stock.

The general partner of each of the CCMP Capital Funds is CCMP Capital Associates. The general partner of CCMP Capital Associates is CCMP Capital Associates GP. CCMP Capital Associates GP is wholly owned by CCMP Capital. The general partner of CCMP Capital is CCMP Capital GP. CCMP Capital GP ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds. Voting and disposition decisions at CCMP Capital GP with respect to such securities are made by an investment committee, the members of which are Greg Brenneman, Christopher Behrens, Douglas Cahill, Joseph Scharfenberger and Richard Zannino. Each of the members of the investment committee disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

(b) Percent of Class:

The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. The percentages represent the percentage of Common Stock beneficially owned by the Reporting Persons.

(c) Number of Shares as to which such Person has:

(i) Sole power to vote or to direct the vote: The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

9

(ii) Shared power to vote or to direct the vote: The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

(iii) Sole power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(iv) Shared power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

Item 5.                   Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following S.

Item 6.                   Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

Item 7.                    Identification and Classification of the Subsidiary Which Acquired the Security Being          Reported on by the Parent Holding Company or Control Person

Not Applicable

Item 8.                    Identification and Classification of Members of the Group

Not Applicable

Item 9.                    Notice of Dissolution of Group

Not Applicable

Item 10.                 Certifications

Not Applicable


10

SIGNATURE



After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: September 22, 2016

 
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/ Dina Colombo
 
Name:
 
Dina Colombo
 
Title:
 
CFO
   
 
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/ Dina Colombo
 
Name:
 
Dina Colombo
 
Title:
 
CFO
   
 
CCMP CAPITAL ASSOCIATES, L.P.
     
 
By:
 
CCMP Capital Associates GP, LLC, its General Partner
     
 
By:
 
/s/ Dina Colombo
 
Name:
 
Dina Colombo
 
Title:
 
CFO
       
 
CCMP CAPITAL ASSOCIATES GP, LLC
       
 
By:
 
/s/ Dina Colombo
 
Name:
 
Dina Colombo
 
Title:
 
CFO

 
11

 
CCMP CAPITAL, LP
 
 
By:
 
CCMP Capital GP, LLC, its General Partner
       
 
By:
 
/s/ Dina Colombo
 
Name:
 
Dina Colombo
 
Title:
 
CFO
 
 
CCMP CAPITAL GP, LLC
     
 
By:
 
/s/ Dina Colombo
 
Name:
 
Dina Colombo
 
Title:
 
CFO
       
       

12

EXHIBIT INDEX
 
Exhibit No.
 
99.1
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended.  Incorporated by reference to Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on February 11, 2016 (Commission File No. 005-89323)