FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SWYGERT JOHN W
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)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President, CEO
(Last)          (First)          (Middle)

C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC, 6295 ALLENTOWN BOULEVARD, SUITE 1
3. Date of Earliest Transaction (MM/DD/YYYY)

1/6/2020
(Street)

HARRISBURG, PA 17112
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 1/6/2020  M(1)  234 A$0 (2)25390 D  
Common Stock 1/6/2020  F(3)  77 D$61.52 (4)25313 D  
Common Stock 1/7/2020  S(5)  157 D$61.78 25156 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (6)1/6/2020  M (1)    234   (7) (7)Common Stock 234 $0 468 D  

Explanation of Responses:
(1) Represents the conversion upon vesting restricted stock awards into common stock. The reporting person was granted 935 restricted stock units on January 5, 2018, of which 233 of the restricted stock units vested on January 5, 2019; 234 of the restricted stock units vested on January 5, 2020; 234 of the restricted stock units will vest on January 5, 2021 and 234 of the restricted stock units will vest on January 5, 2022.
(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 January 3, 2020.
(5) Transactions made pursuant to an agreement adopted on October 3, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
(6) Each restricted stock award is the economic equivalent of one share of Ollie's Bargain Outlet Holdings, Inc. common stock.
(7) The reporting person was granted 935 restricted stock units on January 5, 2018, of which 234 of the restricted stock units vested on January 5, 2020. The common stock into which such vested restricted stock units converted on January 5, 2020 is reported in Table I on this Form 4. The remaining unvested stock units will continue to vest with 234 of the restricted stock units vesting on January 5, 2021 and 234 of the restricted stock units vesting on January 5, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SWYGERT JOHN W
C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC
6295 ALLENTOWN BOULEVARD, SUITE 1
HARRISBURG, PA 17112
X
President, CEO

Signatures
By: /s/ Robert Bertram as Attorney-In-Fact1/8/2020
**Signature of Reporting PersonDate

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