As filed with the Securities and Exchange Commission on November 17, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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Wisconsin (State of incorporation or organization)		39-1564801 (I.R.S. Employer Identification No.)
P.O. Box 409 170 Countryside Drive Belleville, Wisconsin (Address of principal executive offices)		53508-0409 (Zip Code)

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Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered Class B Common Stock, no par value per share		Name of each exchange on which each class is to be registered The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates:  333-207300

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Securities to be registered pursuant to Section 12(g) of the Act:  None.

Item 1.  Description of Registrant’s Securities to be Registered.  

Duluth Holdings Inc. (the “Registrant”) hereby incorporates by reference the description of its Class B Common Stock, no par value per share, to be registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-207300), as originally filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2015, as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

The Registrant’s Class B Common Stock to be registered hereunder has been approved for listing on the NASDAQ Global Select Market of The NASDAQ Stock Market LLC under the symbol “DLTH.”  

 

Item 2.  Exhibits.

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

DULUTH HOLDINGS INC.

By:

/s/ Stephanie L. Pugliese                               
Stephanie L. Pugliese
President and Chief Executive Officer

Dated:  November 17, 2015

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