SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Freedman Howard (Last) (First) (Middle) C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC 6295 ALLENTOWN BOULEVARD, SUITE 1 (Street) HARRISBURG PA 17112 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ollie's Bargain Outlet Holdings, Inc. [ OLLI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Merchandising
	3. Date of Earliest Transaction (Month/Day/Year) 03/07/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/07/2017		M(1)		1,480	A	$0(2)	31,660	D
Common Stock	03/07/2017		F(3)		530	D	$31.05(4)	31,130	D
Common Stock	03/09/2017		S(5)		950	D	$31.67(6)	30,180	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(7)	03/07/2017		M(1)			1,480	(8)	(8)	Common Stock	1,480	$0	4,443	D

Explanation of Responses:

1. Represents the conversion upon vesting restricted stock awards into common stock. The reporting person was granted 5,923 restricted stock units on March 7, 2016, of which 1,480 of the restricted stock units vested on March 7, 2017; 1,481 of the restricted stock units vest on March 7, 2018; 1,481 of the restricted stock units vest on March 7, 2019 and 1,481 of the restricted stock units vest on March 7, 2020.

2. Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis.

3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units.

4. The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 7, 2017.

5. Transactions made pursuant to an agreement adopted on January 4, 2017 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.65 to $31.70 per share, inclusive. The reporting person undertakes to provide to Ollie's Bargain Outlet Holdings, Inc., any security holder of Ollie's Bargain Outlet Holdings, Inc., 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 ranges set forth in footnote (6) to this Form 4.

7. Each restricted stock award is the economic equivalent of one share of Ollie's Bargain Outlet Holdings, Inc. common stock.

8. The reporting person was granted 5,923 restricted stock units on March 7, 2016, of which 1,480 of the restricted stock units vested on March 7, 2017. The common stock into which such vested restricted stock units converted on March 7, 2017 is reported in Table I on this Form 4. The remaining unvested stock units will continue to vest with 1,481 of the restricted stock units vesting on March 7, 2018; 1,481 of the restricted stock units vesting on March 7, 2019 and 1,481 of the restricted stock units vesting on March 7, 2020.

	By: /s/ Robert Bertram as Attorney-In-Fact	03/09/2017
	** 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 4 (b)(v).
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