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

May 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2018-05-17

Reporting Person: FS Equity Partners VI, L.P. (10% Owner)
Reporting Person: FS Capital Partners VI, LLC (Less than 10% owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-17	Common Stock	S	7021771	$23.25	Disposed	0	Indirect

Footnotes

F1: Reflects the sale of 6,735,648 shares of common stock by FS Equity Partners VI, L.P. and 286,123 shares of common stock by FS Affiliates VI, L.P. in the secondary offering of common stock of Boot Barn Holdings, Inc. that priced on May 17, 2018 and is expected to close on May 22, 2018.

F2: FS Capital Partners VI, LLC is the general partner of each of FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. the seller of 6,735,648 and 286,123 shares sold, respectively. The general partner disclaims beneficial ownership of the shares sold 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 sold. Each of Messrs. Simmons and Brutocao disclaims beneficial ownership of the shares sold, except to the extent of his pecuniary interest in them.