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: Conroy James Grant (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-22	Common Stock	A	27509	—	Acquired	57328	Direct
2020-05-24	Common Stock	F	795	$21.86	Disposed	16813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-22	Options	$20.94	A	38957	Acquired	2030-05-21	Common Stock (38957)	Direct
2020-05-22	Options	$24.08	A	41579	Acquired	2030-05-21	Common Stock (41579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55029	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$28.82	2023-06-09	Common Stock (58553)	58553	Direct
Options	$7.11	2024-05-20	Common Stock (57136)	57136	Direct
Options	$6.15	2025-06-05	Common Stock (75904)	75904	Direct
Options	$23.92	2026-05-24	Common Stock (105112)	105112	Direct
Options	$28.63	2029-05-20	Common Stock (227273)	227273	Direct
Options	$28.63	2029-05-20	Common Stock (37760)	37760	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 2,299 previously disclosed restricted stock units, the issuer withheld 795 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.

F8: 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.