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

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2020-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	F	638	$22.43	Disposed	4623	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6792	Direct

Footnotes

F1: On May 20, 2020, in connection with the vesting of shares underlying an aggregate of 1,757 previously disclosed restricted stock units awarded on May 20, 2016 and May 20, 2019 with vesting on May 20 of each year during the applicable vesting period, the issuer withheld 638 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $22.43 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, 2020, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions. See Note 2 below.

F2: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 20, 2020 that remain subject to time-based vesting.