Edgar Filing: Conroy James Grant

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

Conroy James Grant

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

(Last)

(First)

(Middle)

C/O BOOT BARN HOLDINGS, INC., 15345 BARRANCA PKWY

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2018

(Street)

IRVINE, CA 92618

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2018		M		597	A	$ 5.47	41,892	D
Common Stock	05/31/2018		S⁽¹⁾		597	D	$ 23.9658 ⁽²⁾	41,295	D
Common Stock	05/31/2018		M		28,569	A	$ 7.11	69,864	D
Common Stock	05/31/2018		S⁽¹⁾		28,569	D	$ 23.8713 ⁽²⁾	41,295	D
Common Stock	05/31/2018		M		3,080	A	$ 7.47	44,375	D
Common Stock	05/31/2018		S⁽¹⁾		3,080	D	$ 23.8764 ⁽²⁾	41,295	D
Common Stock	05/31/2018		M		119,580	A	$ 9.21	160,875	D
Common Stock	05/31/2018		S⁽¹⁾		119,580	D	$ 23.87 ⁽³⁾	41,295	D
Common Stock	05/31/2018		M		119,580	A	$ 9.21	160,875	D
Common Stock	05/31/2018		S⁽¹⁾		119,580	D	$ 23.8701 ⁽⁴⁾	41,295	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options

$ 5.47

05/31/2018

597

⁽⁵⁾

12/20/2022

Common Stock

597

$ 0

Options

$ 7.11

05/31/2018

28,569

⁽⁶⁾

05/20/2024

Common Stock

28,569

$ 0

28,568

Options

$ 7.47

05/31/2018

3,080

⁽⁵⁾

12/20/2022

Common Stock

3,080

$ 0

Options

$ 9.21

05/31/2018

239,160

⁽⁵⁾

12/20/2022

Common Stock

239,160

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Conroy James Grant C/O BOOT BARN HOLDINGS, INC. 15345 BARRANCA PKWY IRVINE, CA 92618	X		Chief Executive Officer

Signatures

/s/ James Grant Conroy		06/04/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2)	Reflects the weighted average price of sales on May 31, 2018. The shares were sold in multiple transactions at prices ranging from $23.55 to $24.55, 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.
(3)	Reflects the weighted average price of sales on May 31, 2018. The shares were sold in multiple transactions at prices ranging from $23.53 to $24.55, 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.
(4)	Reflects the weighted average price of sales on May 31, 2018. The shares were sold in multiple transactions at prices ranging from $23.52 to $24.55, 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.
(5)	The options were granted under the Company's 2011 Equity Incentive Plan and are fully vested and currently exercisable.
(6)	The options were granted under the Company's 2014 Equity Incentive Plan and are fully vested and currently exercisable.

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