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

May 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2021-05-14

Reporting Person: Hackman Gregory V. (EVP, COO & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-14	Common Stock	A	4692	—	Acquired	24186	Direct
2021-05-17	Common Stock	M	6506	$28.82	Acquired	32669	Direct
2021-05-17	Common Stock	M	3108	$28.63	Acquired	35777	Direct
2021-05-17	Common Stock	M	14334	$23.92	Acquired	50111	Direct
2021-05-17	Common Stock	M	6749	$6.15	Acquired	56860	Direct
2021-05-17	Common Stock	M	11000	$7.11	Acquired	67860	Direct
2021-05-17	Common Stock	S	41697	$79.2667	Disposed	26163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-17	Options	$6.15	M	6749	Disposed	2025-06-05	Common Stock (6749)	Direct
2021-05-17	Options	$7.11	M	11000	Disposed	2024-05-20	Common Stock (11000)	Direct
2021-05-17	Options	$23.92	M	14334	Disposed	2026-05-24	Common Stock (14334)	Direct
2021-05-17	Options	$28.63	M	3108	Disposed	2029-05-20	Common Stock (3108)	Direct
2021-05-17	Options	$28.82	M	6506	Disposed	2023-06-09	Common Stock (6506)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$20.94	2030-05-21	Common Stock (12506)	12506	Direct
Options	$23.57	2030-08-09	Common Stock (12020)	12020	Direct
Options	$24.08	2030-05-21	Common Stock (13347)	13347	Direct

Footnotes

F1: Consists of shares underlying restricted stock units granted under the Company's 2020 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 14, 2021 that remain subject to time-based vesting.

F3: Reflects the weighted average price of sales on May 17, 2021. The shares were sold in multiple transactions at prices ranging from $78.54 to $79.83, 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: Consists of the number of shares of common stock held by the reporting person as of May 17, 2021.

F5: 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.

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.