Boot Barn (BOOT) Form 4 Boot Barn / James Grant Conroy ownership change

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)
PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

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	02/10/2023		M		30,602	A	$6.15	66,303	D
Common Stock	02/10/2023		M		26,278	A	$23.92	92,581	D
Common Stock	02/10/2023		S		56,880	D	$80.9499(1)	35,701	D
Common Stock								49,056(2)	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	$6.15	02/10/2023		M			30,602	(3)	06/05/2025	Common Stock	30,602	$0	0	D
Options	$23.92	02/10/2023		M			26,278	(4)	05/24/2026	Common Stock	26,278	$0	0	D
Options	$20.94							(5)	05/21/2030	Common Stock	29,217		29,217	D
Options	$24.08							(5)	05/21/2030	Common Stock	31,184		31,184	D
Options	$28.63							(5)	05/20/2029	Common Stock	18,880		18,880	D
Options	$28.63							(6)	05/20/2029	Common Stock	227,273		227,273	D
Options	$86.96							(7)	05/11/2032	Common Stock	86,189		86,189	D

Explanation of Responses:

1. Reflects the weighted average price of sales on February 10, 2023. The shares were sold in multiple transactions at prices ranging from $80.47 to $82.38, 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 total number of shares of common stock underlying restricted stock units held by the reporting person as of February 10, 2023 that remain subject to time-based vesting.

3. The Options were granted under the Company's 2014 Equity Incentive Plan and were subject to vesting over a five-year period in equal annual installments on each anniversary of the grant date and became fully vested on June 5, 2022.

4. The Options were granted under the Company's 2014 Equity Incentive Plan and were subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date and became fully vested on May 24, 2022.

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 will vest on May 20, 2023, subject to earlier vesting in connection with death, disability or a change in control. Vesting criteria relating to targeted trading prices have been satisfied.

7. The Options were granted under the Company's 2020 Equity Incentive Plan and are subject to vesting on May 12, 2025 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 12, 2022 and May 12, 2025 (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	02/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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