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 *

van der Valk Eric		 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)
EVP, COO
(Last)          (First)          (Middle)

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

6/6/2023
(Street)

HARRISBURG, PA 17112		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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, par value $0.001 per share 6/6/2023  M(1)  5157 A$0 (2)7880 D  
Common Stock, par value $0.001 per share 6/6/2023  F(3)  1470 D$62.01 (4)6410 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  (5)6/6/2023  M     5157   (6) (6)Common Stock 5157 $0 5157 D  
Explanation of Responses:
(1) Represents the conversion upon vesting of a restricted stock award into common stock.
(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 June 6, 2023
(5) Each restricted stock unit represents a contingent right to receive one share of common stock at vesting.
(6) 50% of the restricted stock units vested and became exercisable on June 6, 2023, the first anniversary date of the grant, 25% of the restricted stock units vest and become exercisable on each of the second and third anniversaries of the date of grant, subject to continued service through each applicable vesting date. The reporting person was granted 10,314 restricted stock units on June 6, 2022, of which 5,157 vested on June 6, 2023; 2,579 will vest on June 6, 2024; and 2,578 will vest on June 6, 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
van der Valk Eric
C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC
6295 ALLENTOWN BOULEVARD, SUITE 1
HARRISBURG, PA 17112

EVP, COO
Signatures
/s/ James J. Comitale as Attorney-In-Fact6/8/2023
**Signature of Reporting PersonDate
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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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