Boot Barn Holdings, Inc. — Director's Dealing 2018

May 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2016-06-09

Reporting Person: Conroy James Grant (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-09	Common Stock	F	587	$8.68	Disposed	22101	Direct
2017-05-20	Common Stock	F	1119	$7.98	Disposed	20982	Direct
2017-06-09	Common Stock	F	587	$6.57	Disposed	33574	Direct
2018-05-20	Common Stock	F	1476	$23.83	Disposed	5307	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26791	Direct

Footnotes

F1: On June 9, 2016, in connection with the vesting of shares underlying 1,562 previously disclosed restricted stock units, the issuer withheld 587 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $8.68 per share, the closing price of the common stock on the vesting date. Consists of the number of shares of common stock held by the reporting person as of June 9, 2016, including the shares awarded in connection with such vesting, and 21,126 shares of common stock subject to further vesting conditions.

F2: On May 20, 2017, in connection with the vesting of shares underlying 2,977 previously disclosed restricted stock units, the issuer withheld 1,119 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $7.98 per share, the closing price of the common stock on the first trading day following the vesting date. Consists of the number of shares of common stock held by the reporting person as of May 20, 2017, including the shares awarded in connection with such vesting, and 18,149 shares of common stock subject to further vesting conditions.

F3: On June 9, 2017, in connection with the vesting of shares underlying 1,561 previously disclosed restricted stock units, the issuer withheld 587 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $6.57 per share, the closing price of the common stock on the vesting date. Consists of the number of shares of common stock held by the reporting person as of June 9, 2017, including the shares awarded in connection with such vesting, and 29,767 shares of common stock subject to further vesting conditions.

F4: On May 20, 2018, in connection with the vesting of shares underlying 2,976 previously disclosed restricted stock units, the issuer withheld 1,476 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $23.83 per share, the closing price of the common stock on the first trading day following the vesting date. Consists of the number of shares of common stock held by the reporting person as of May 20, 2018, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions. See Note 5 below.

F5: Consists of the number of shares of common stock underlying previously disclosed restricted stock units held by the reporting person as of May 23, 2018 that remain subject to time-based vesting.