Conroy James Grant 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.

15776 LAGUNA CANYON ROAD

(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)
06/03/2015

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	06/03/2015		M		59,790	A	$5.47	59,790	D
Common Stock	06/03/2015		S(1)		59,790	D	$26.1773	0	D
Common Stock	06/03/2015		M		3,210	A	$7.47	3,210	D
Common Stock	06/03/2015		S(1)		3,210	D	$26.1773	0	D
Common Stock	06/04/2015		M		31,500	A	$7.47	31,500	D
Common Stock	06/04/2015		S(1)		31,500	D	$25.6469	0	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	$5.47	06/03/2015		M			59,790	(2)	12/20/2022	Common Stock	59,790	$0.00	179,370	D
Options	$7.47	06/03/2015		M			3,210	(3)	12/20/2022	Common Stock	3,210	$0.00	56,580	D
Options	$7.47	06/04/2015		M			31,500	(3)	12/20/2022	Common Stock	31,500	$0.00	25,080	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The Options were granted under the Company's 2011 Equity Incentive Plan. 59,790 of the Options vested and became exercisable on December 20, 2014, all of which are were exercised on June 3, 2015. 59,790 of the remainder of the Options will become exercisable on each of December 20, 2015, December 20, 2016 and December 20, 2017.

3. The Options were granted under the Company's 2011 Equity Incentive Plan and are fully vested and presently exercisable.

	/s/ James Grant Conroy	06/05/2015
	** 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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