SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Watkins James M

(Last)

(First)

(Middle)

C/O BOOT BARN HOLDINGS, INC.

15345 BARRANCA PKWY

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2021

3. Issuer Name and Ticker or Trading Symbol
Boot Barn Holdings, Inc. [ BOOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,289⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	08/09/2030	Common Stock	4,507	$23.57	D
Stock Option (right to buy)	⁽²⁾	05/22/2030	Common Stock	4,107	$20.94	D
Stock Option (right to buy)	⁽²⁾	05/22/2030	Common Stock	2,191	$24.08	D
Stock Option (right to buy)	⁽²⁾	05/20/2029	Common Stock	1,557	$28.63	D
Stock Option (right to buy)	⁽²⁾	05/24/2026	Common Stock	1,119	$23.92	D
Stock Option (right to buy)	⁽³⁾	06/05/2025	Common Stock	2,924	$6.15	D

Explanation of Responses:

1. Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of November 1, 2021 that remain subject to vesting conditions.

2. These Stock Options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting over a four year period in equal installments on each anniversary of the date of grant.

3. These Stock Options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting over a five year period in equal installments on each anniversary of the date of grant.

	/s/ James M. Watkins___________________	11/02/2021
	** Signature of Reporting Person	Date
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 5 (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.
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