SEC FORM 4

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

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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^*

Hazen John

(Last)

(First)

(Middle)

C/O BOOT BARN HOLDINGS, INC.

15345 BARRANCA PKWY

(Street)

IRVINE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF DIGITAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2022		F⁽¹⁾		1,069	D	$72.06	6,653	D
Common Stock	05/23/2022		M		3,259	A	$24.08	9,912	D
Common Stock	05/23/2022		M		3,053	A	$20.94	12,965	D
Common Stock	05/23/2022		S⁽²⁾		6,312	D	$74.51	6,653	D
Common Stock	05/24/2022		S⁽²⁾		5,216	D	$68.2725⁽³⁾	1,437	D
Common Stock	05/24/2022		S		350	D	$69.64	1,087	D
Common Stock	05/25/2022		S		1,087	D	$66.69	0	D
Common Stock								15,319⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$24.08	05/23/2022		M			3,259	⁽⁵⁾	05/21/2030	Common Stock	3,259	$0	6,517	D
Options	$20.94	05/23/2022		M			3,053	⁽⁵⁾	05/21/2030	Common Stock	3,053	$0	6,106	D
Options	$18.66							⁽⁶⁾	03/19/2026	Common Stock	11,254		11,254	D
Options	$28.63							⁽⁵⁾	05/20/2029	Common Stock	3,107		3,107	D

Explanation of Responses:

1. On May 22, 2022, in connection with the vesting of shares underlying 2,156 previously disclosed restricted stock units, the issuer withheld 1,069 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $72.06 per share, the closing price of the common stock on the first trading day following the vesting date.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. Reflects the weighted average price of sales on May 24, 2022. The shares were sold in multiple transactions at prices ranging from $67.01 to $69.68, 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.

4. Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 25, 2022 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 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 over a five-year period in equal annual installments on each anniversary of the grant date.

	/s/ John Hazen	05/25/2022
	** 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 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).
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