Boot Barn Holdings, Inc. — Director's Dealing 2021

May 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2021-05-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-22	Common Stock	F	3411	$74.12	Disposed	25092	Direct
2021-05-24	Common Stock	F	1140	$74.12	Disposed	26251	Direct
2021-05-25	Common Stock	M	6365	$23.92	Acquired	32616	Direct
2021-05-25	Common Stock	M	10395	$24.08	Acquired	43011	Direct
2021-05-25	Common Stock	M	9440	$28.63	Acquired	52451	Direct
2021-05-25	Common Stock	S	38822	$73.7683	Disposed	13629	Direct
2021-05-26	Common Stock	M	20075	$7.11	Acquired	33704	Direct
2021-05-26	Common Stock	M	9740	$20.94	Acquired	43444	Direct
2021-05-26	Common Stock	M	19913	$23.92	Acquired	63357	Direct
2021-05-26	Common Stock	S	49728	$76.0630	Disposed	13629	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-25	Options	$23.92	M	6365	Disposed	2026-05-24	Common Stock (6365)	Direct
2021-05-25	Options	$24.08	M	10395	Disposed	2030-05-21	Common Stock (10395)	Direct
2021-05-25	Options	$28.63	M	9440	Disposed	2029-05-20	Common Stock (9440)	Direct
2021-05-26	Option	$23.92	M	19913	Disposed	2026-05-24	Common Stock (19913)	Direct
2021-05-26	Options	$7.11	M	20075	Disposed	2024-05-20	Common Stock (20075)	Direct
2021-05-26	Options	$20.94	M	9740	Disposed	2030-05-21	Common Stock (9740)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45401	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$6.15	2025-06-05	Common Stock (50602)	50602	Direct
Options	$28.63	2029-05-20	Common Stock (227273)	227273	Direct

Footnotes

F1: On May 22, 2021, in connection with the vesting of shares underlying an aggregate of 6,878 previously disclosed restricted stock units, the issuer withheld 3,411 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $74.12 per share, the closing price of the common stock on the first trading day following 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 22, 2021, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions. See Note 5 below.

F2: On May 24, 2021, in connection with the vesting of shares underlying an aggregate of 2,299 previously disclosed restricted stock units, the issuer withheld 1,140 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $74.12 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 24, 2021, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions. See Note 5 below.

F3: Reflects the weighted average price of sales on May 25, 2021. The shares were sold in multiple transactions at prices ranging from $72.47 to $75.99, inclusive. The reporting person undertakes to provide to Boot Barn Holdings, Inc., any security holder of Boot Barn Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F4: Reflects the weighted average price of sales on May 26, 2021. The shares were sold in multiple transactions at prices ranging from $73.58 to $77.09, inclusive. The reporting person undertakes to provide to Boot Barn Holdings, Inc., any security holder of Boot Barn Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F5: Consists of the number of shares of common stock held by the reporting person as of May 26, 2021 that are not subject to further vesting conditions.

F6: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 26, 2021 that remain subject to time-based vesting.

F7: 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.

F8: 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.

F9: The Options were granted under the Company's 2014 Equity Incentive Plan and will vest on May 20, 2023, subject to earlier vesting in connection with death, disability or a change in control. Vesting criteria relating to targeted trading prices have been satisfied.