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: 2017-05-20

Reporting Person: Hackman Gregory V. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-20	Common Stock	F	266	$7.98	Disposed	24101	Direct
2017-06-09	Common Stock	F	64	$6.57	Disposed	26577	Direct
2018-05-20	Common Stock	F	236	$23.83	Disposed	21181	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5160	Direct

Footnotes

F1: On May 20, 2017, in connection with the vesting of shares underlying 700 previously disclosed restricted stock units, the issuer withheld 266 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, as well as shares acquired in previously disclosed open market purchases, and 3,493 shares of common stock subject to further vesting conditions.

F2: On June 9, 2017, in connection with the vesting of shares underlying 173 previously disclosed restricted stock units, the issuer withheld 64 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, as well as shares acquired in previously disclosed open market purchases, and 5,860 shares of common stock subject to further vesting conditions.

F3: On May 20, 2018, in connection with the vesting of shares underlying 700 previously disclosed restricted stock units, the issuer withheld 236 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, as well as shares acquired in previously disclosed open market purchases, but excluding any shares of common stock subject to further vesting conditions. See Note 4 below.

F4: 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.