Boot Barn Holdings, Inc. — Director's Dealing 2019

May 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2019-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-20	Common Stock	F	1476	$28.63	Disposed	8923	Direct
2019-05-20	Common Stock	A	13971	—	Acquired	42785	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-20	Options	$28.63	A	37760	Acquired	2029-05-19	Common Stock (37760)	Direct
2019-05-20	Options	$28.63	A	227273	Acquired	2029-05-19	Common Stock (227273)	Direct

Footnotes

F1: On May 20, 2019, 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 $28.63 per share, the closing price of the common stock on the vesting date. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 20, 2019, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions. See Note 3 below.

F2: Consists of shares underlying restricted stock units granted under the Company's 2014 Equity Incentive Plan, subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date.

F3: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 20, 2019 that remain subject to time-based vesting.

F4: The Options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date.

F5: The Options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting on May 20, 2023 if (i) with respect to 33% of the shares of common stock issuable upon exercise of the Options, the average closing price of the common stock on the New York Stock Exchange during any consecutive 30 trading days between May 20, 2019 and May 20, 2023 (the "Average Trading Price") equals or exceeds 150% of the exercise price, (ii) with respect to an additional 33% if the Average Trading Price equals or exceeds 175% of the exercise price and (iii) with respect to an additional 34% if the Average Trading Price equals or exceeds 200% of the exercise price, in each case, subject to earlier vesting in connection with death, disability or a change in control.