Sec Form 4 Filing - Conroy James Grant @ Boot Barn Holdings, Inc. - 2023-02-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) PRESIDENT AND CEO (Last) (First) (Middle) C/O BOOT BARN HOLDINGS, INC., 15345 BARRANCA PKWY 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2023 (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 02/10/2023 M 30,602 A $ 6.15 66,303 D Common Stock 02/10/2023 M 26,278 A $ 23.92 92,581 D Common Stock 02/10/2023 S 56,880 D $ 80.9499 ( 1 ) 35,701 D Common Stock 49,056 ( 2 ) 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 02/10/2023 M 30,602 ( 3 ) 06/05/2025 Common Stock 30,602 $ 0 0 D Options $ 23.92 02/10/2023 M 26,278 ( 4 ) 05/24/2026 Common Stock 26,278 $ 0 0 D Options $ 20.94 ( 5 ) 05/21/2030 Common Stock 29,217 29,217 D Options $ 24.08 ( 5 ) 05/21/2030 Common Stock 31,184 31,184 D Options $ 28.63 ( 5 ) 05/20/2029 Common Stock 18,880 18,880 D Options $ 28.63 ( 6 ) 05/20/2029 Common Stock 227,273 227,273 D Options $ 86.96 ( 7 ) 05/11/2032 Common Stock 86,189 86,189 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 PRESIDENT AND CEO Signatures /s/ James Grant Conroy 02/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the weighted average price of sales on February 10, 2023. The shares were sold in multiple transactions at prices ranging from $80.47 to $82.38, 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. ( 2 )Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of February 10, 2023 that remain subject to time-based vesting. ( 3 )The Options were granted under the Company's 2014 Equity Incentive Plan and were subject to vesting over a five-year period in equal annual installments on each anniversary of the grant date and became fully vested on June 5, 2022. ( 4 )The Options were granted under the Company's 2014 Equity Incentive Plan and were subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date and became fully vested on May 24, 2022. ( 5 )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. ( 6 )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. ( 7 )The Options were granted under the Company's 2020 Equity Incentive Plan and are subject to vesting on May 12, 2025 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 12, 2022 and May 12, 2025 (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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.