Boot Barn Holdings, Inc. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2016-02-11

Reporting Person: FS Equity Partners VI, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	P	144769	$8.2977	Acquired	13201964	Indirect
2016-02-12	Common Stock	P	23039	$8.2198	Acquired	13225003	Indirect
2016-02-13	Common Stock	P	3912	$7.9027	Acquired	13228915	Indirect

Footnotes

F1: Reflects the purchase of shares of common stock by FS Equity Partners VI, L.P. in open market transactions.

F2: Reflects the weighted average price of purchases on February 11, 2016. The shares were acquired in multiple transactions at prices ranging from $8.10 to $8.35, inclusive. The reporting persons undertake to provide to Boot Barn Holdings, Inc., any security holder of Boot Barn Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within such range.

F3: FS Capital Partners VI, LLC is the general partner of each of FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. Following the completion of the purchases reported on this Form 4, FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. is the record holder of 12,722,318 and 506,597 shares, respectively. The general partners disclaim beneficial ownership of the shares held by each of FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. Each of Messrs. James Frederick Simmons and Brad Brutocao is a director of the issuer and managing member of FS Capital Partners VI, LLC and as such may be deemed to be a beneficial owner of the shares. Each of Messrs. Simmons and Brutocao disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest in them.

F4: Reflects the weighted average price of purchases on February 12, 2016. The shares were acquired in multiple transactions at prices ranging from $8.15 to $8.25, inclusive. The reporting persons undertake to provide to Boot Barn Holdings, Inc., any security holder of Boot Barn Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within such range.

F5: Reflects the weighted average price of purchases on February 13, 2016. The shares were acquired in multiple transactions at prices ranging from $7.84 to $8.05, inclusive. The reporting persons undertake to provide to Boot Barn Holdings, Inc., any security holder of Boot Barn Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within such range.