Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Love Michael A
2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2019
3. Issuer Name and Ticker or Trading Symbol
Boot Barn Holdings, Inc. [BOOT]
(Last)
(First)
(Middle)
C/O BOOT BARN HOLDINGS, INC., 15345 BARRANCA PKWY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President Stores
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92618
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,882 (1)
D
 
Common Stock 1,962
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options   (2) 06/05/2025 Common Stock 20,246 $ 6.15 D  
Options   (3) 05/20/2024 Common Stock 11,040 $ 7.11 D  
Options   (4) 06/20/2024 Common Stock 22,500 $ 11.14 D  
Options   (5) 05/24/2026 Common Stock 15,882 $ 23.92 D  
Options   (6) 06/09/2023 Common Stock 3,470 $ 28.82 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Love Michael A
C/O BOOT BARN HOLDINGS, INC.
15345 BARRANCA PKWY
IRVINE, CA 92618
      Senior Vice President Stores  

Signatures

/s/ Michael A. Love 02/08/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Consists of shares underlying restricted stock units granted under the Company's 2014 Equity Incentive Plan that are subject to vesting over either a four or five-year period from their respective dates of grant.
(2) The options were granted under the Company's 2014 Equity Incentive Plan and one quarter of the options will vest on each of June 5, 2019, June 5, 2020, June 5, 2021 and June 5, 2022.
(3) The options were granted under the Company's 2014 Equity Incentive Plan and one third of the options will vest on each of May 20, 2019, May 20, 2020 and May 20, 2021.
(4) The options were granted under the Company's 2011 Equity Incentive Plan and 22,500 options will vest on June 20, 2019.
(5) The options were granted under the Company's 2014 Equity Incentive Plan and one quarter of the options will vest on each of May 24, 2019, May 24, 2020, May 24, 2021 and May 24, 2022.
(6) The options were granted under the Company's 2014 Equity Incentive Plan. Of such options 2,082 options are currently vested and 1,388 options remain subject to vesting. Of the remaining unvested options, one half will vest on each of June 9, 2019 and June 9, 2020.
 
Remarks:
Exhibit 24.1 Power of Attorney

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