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*
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)
05/22/2020
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 05/22/2020 A(1) 27,509 A $0 57,328(2) D
Common Stock 05/24/2020 F(3) 795 D $21.86 16,813(4) D
Common Stock 55,029(5) 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 $20.94 05/22/2020 A 38,957 (6) 05/21/2030 Common Stock 38,957 $0 38,957 D
Options $24.08 05/22/2020 A 41,579 (6) 05/21/2030 Common Stock 41,579 $0 41,579 D
Options $28.82 (7) 06/09/2023 Common Stock 58,553 58,553 D
Options $7.11 (7) 05/20/2024 Common Stock 57,136 57,136 D
Options $6.15 (7) 06/05/2025 Common Stock 75,904 75,904 D
Options $23.92 (6) 05/24/2026 Common Stock 105,112 105,112 D
Options $28.63 (8) 05/20/2029 Common Stock 227,273 227,273 D
Options $28.63 (6) 05/20/2029 Common Stock 37,760 37,760 D
Explanation of Responses:
1. Consists of shares underlying restricted stock units granted under the Company's 2014 Equity Incentive Plan, subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date.
2. Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 22, 2020 that remain subject to time-based vesting.
3. On May 24, 2020, in connection with the vesting of shares underlying 2,299 previously disclosed restricted stock units, the issuer withheld 795 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $21.86 per share, the closing price of the common stock on the first trading day following the vesting date.
4. Consists of the number of shares of common stock held by the reporting person as of May 24, 2020 that are not subject to further vesting conditions.
5. Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 24, 2020 that remain subject to time-based vesting.
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 over a five-year period in equal annual installments on each anniversary of the grant date.
8. 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 05/27/2020
** 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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