VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
December 7, 2017
Re: Boot Barn Holdings, Inc.
Registration Statement on Form S-3 (Registration No. 333-221728)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Boot Barn Holdings, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-221728), so that the Registration Statement becomes effective at 10:00 a.m., Eastern Time, on December 12, 2017, or as soon as practicable thereafter.
BOOT BARN HOLDINGS, INC. |
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By: | /s/ Gregory V. Hackman |
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| Gregory V. Hackman |
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| Chief Financial Officer |
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