Boot Barn Holdings, Inc. — Director's Dealing 2020

May 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2020-05-22

Reporting Person: Love Michael A (Senior Vice President Stores)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-22	Common Stock	A	5707	—	Acquired	12499	Direct
2020-05-24	Common Stock	F	237	$21.86	Disposed	5087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-22	Options	$20.94	A	8083	Acquired	2030-05-21	Common Stock (8083)	Direct
2020-05-22	Options	$24.08	A	8627	Acquired	2030-05-21	Common Stock (8627)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11798	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$28.82	2023-06-09	Common Stock (3470)	3470	Direct
Options	$7.11	2024-05-20	Common Stock (7360)	7360	Direct
Options	$6.15	2025-06-05	Common Stock (15184)	15184	Direct
Options	$23.92	2026-05-24	Common Stock (15882)	15882	Direct
Options	$28.63	2029-05-20	Common Stock (8181)	8181	Direct

Footnotes

F1: 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.

F2: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 22, 2020 that remain subject to time-based vesting.

F3: On May 24, 2020, in connection with the vesting of shares underlying 701 previously disclosed restricted stock units, the issuer withheld 237 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $21.86 per share, the closing price of the common stock on the first trading day following the vesting date.

F4: Consists of the number of shares of common stock held by the reporting person as of May 24, 2020 that are not subject to further vesting conditions.

F5: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 24, 2020 that remain subject to time-based vesting.

F6: 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.

F7: The Options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting over a five-year period in equal annual installments on each anniversary of the grant date.