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

Jan 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2021-01-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-11	Common Stock	M	12651	$6.15	Acquired	31580	Direct
2021-01-11	Common Stock	M	14284	$7.11	Acquired	45864	Direct
2021-01-11	Common Stock	S	26935	$52.9784	Disposed	18929	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-11	Options	$6.15	M	12651	Disposed	2025-06-05	Common Stock (12651)	Direct
2021-01-11	Options	$7.11	M	14284	Disposed	2024-05-20	Common Stock (14284)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50832	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$20.94	2030-05-21	Common Stock (38957)	38957	Direct
Options	$23.92	2026-05-24	Common Stock (105112)	105112	Direct
Options	$24.08	2030-05-21	Common Stock (41579)	41579	Direct
Options	$28.82	2023-06-09	Common Stock (58553)	58553	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: All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Reflects the weighted average price of sales on January 11, 2021. The shares were sold in multiple transactions at prices ranging from $52.21 to $54.00, 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.

F3: Consists of the number of shares of common stock held by the reporting person as of January 11, 2021 that are not subject to further vesting conditions.

F4: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of January 11, 2021 that remain subject to time-based vesting.

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.

F7: 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.