SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Conroy James Grant (Last) (First) (Middle) C/O BOOT BARN HOLDINGS, INC. 15345 BARRANCA PKWY (Street) IRVINE CA 92618 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/01/2021		M		58,553	A	$28.82	77,482	D
Common Stock	02/01/2021		S		58,553	D	$56.5312(1)	18,929(2)	D
Common Stock								50,832(3)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$28.82	02/01/2021		M			58,553	(4)	06/09/2023	Common Stock	58,553	$0	0	D
Options	$6.15							(4)	06/05/2025	Common Stock	50,602		50,602	D
Options	$7.11							(4)	05/20/2024	Common Stock	28,568		28,568	D
Options	$20.94							(5)	05/21/2030	Common Stock	38,957		38,957	D
Options	$23.92							(5)	05/24/2026	Common Stock	105,112		105,112	D
Options	$24.08							(5)	05/21/2030	Common Stock	41,579		41,579	D
Options	$28.63							(6)	05/20/2029	Common Stock	227,273		227,273	D
Options	$28.63							(5)	05/20/2029	Common Stock	37,760		37,760	D

Explanation of Responses:

1. Reflects the weighted average price of sales on February 1, 2021. The shares were sold in multiple transactions at prices ranging from $56.12 to $56.91, 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 number of shares of common stock held by the reporting person as of February 1, 2021 that are not subject to further vesting conditions.

3. Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of February 1, 2021 that remain subject to time-based vesting.

4. 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.

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 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.

	/s/ James Grant Conroy	02/01/2021
	** Signature of Reporting Person	Date
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