Sec Form 4 Filing - Conroy James Grant @ Boot Barn Holdings, Inc. - 2021-01-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Conroy James Grant 2. Issuer Name and Ticker or Trading Symbol Boot Barn Holdings, Inc. [ BOOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BOOT BARN HOLDINGS, INC., 15345 BARRANCA PKWY 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2021 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/11/2021 M 12,651 A $ 6.15 31,580 D Common Stock 01/11/2021 M 14,284 A $ 7.11 45,864 D Common Stock 01/11/2021 S( 1 ) 26,935 D $ 52.9784 ( 2 ) 18,929 ( 3 ) D Common Stock 50,832 ( 4 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 6.15 01/11/2021 M 12,651 ( 5 ) 06/05/2025 Common Stock 12,651 $ 0 50,602 D Options $ 7.11 01/11/2021 M 14,284 ( 5 ) 05/20/2024 Common Stock 14,284 $ 0 28,568 D Options $ 20.94 ( 6 ) 05/21/2030 Common Stock 38,957 38,957 D Options $ 23.92 ( 6 ) 05/24/2026 Common Stock 105,112 105,112 D Options $ 24.08 ( 6 ) 05/21/2030 Common Stock 41,579 41,579 D Options $ 28.82 ( 5 ) 06/09/2023 Common Stock 58,553 58,553 D Options $ 28.63 ( 7 ) 05/20/2029 Common Stock 227,273 227,273 D Options $ 28.63 ( 6 ) 05/20/2029 Common Stock 37,760 37,760 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conroy James Grant C/O BOOT BARN HOLDINGS, INC. 15345 BARRANCA PKWY IRVINE, CA92618 X Chief Executive Officer Signatures /s/ James Grant Conroy 01/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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