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January 29, 2021
Jay Stasz
Chief Financial Officer
Ollie's Bargain Outlet Holdings, Inc.
6295 Allentown Boulevard
Suite 1
Harrisburg, PA 17112
Re: Ollie's Bargain
Outlet Holdings, Inc.
Form 10-K for the
Fiscal Year Ended February 1, 2020
Filed March 25,
2020
File No. 001-37501
Dear Mr. Stasz:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended February 1, 2020
Exhibits
1. We note that Article
XI, Section 11.1 of your Third Amended and Restated Certificate of
Incorporation provides
that the Court of Chancery of the State of Delaware is the sole and
exclusive forum for
any derivative action or proceeding brought on behalf of the
Corporation. Please
tell us whether this provision applies to actions arising under the
Exchange Act and/or the
Securities Act, and disclose the same in future filings. In this
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder, and that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability
created by the Securities Act or the rules and regulations
thereunder. Please also
disclose in future filings any risks or other impacts on investors
related to the
provision, including, but not limited to, increased costs to bring a claim, and
Jay Stasz
Ollie's Bargain Outlet Holdings, Inc.
January 29, 2021
Page 2
that these provisions may discourage claims or limit investors' ability
to bring a claim in a
judicial forum that they find favorable. If the provision applies to
Securities Act claims,
please disclose in future filings that there is uncertainty as to
whether a court would
enforce such provision and that investors cannot waive compliance with
the federal
securities laws and the rules and regulations thereunder.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Nicholas Lamparski at (202) 551-4695 or Katherine Bagley
at (202) 551-
2545 with any questions.
Sincerely,
FirstName LastNameJay Stasz
Division of
Corporation Finance
Comapany NameOllie's Bargain Outlet Holdings, Inc.
Office of Trade &
Services
January 29, 2021 Page 2
cc: Faiza N. Rahman, Esq.
FirstName LastName