Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Conroy James Grant
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2. Issuer Name and Ticker or Trading Symbol
Boot Barn Holdings, Inc. [BOOT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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PRESIDENT AND CEO /
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(Last)
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(First)
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(Middle)
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C/O BOOT BARN HOLDINGS, INC. , 15345 BARRANCA PKWY
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Conroy James Grant
C/O BOOT BARN HOLDINGS, INC.
15345 BARRANCA PKWY
IRVINE, CA92618
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PRESIDENT AND CEO
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Signatures
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/s/ James Grant Conroy
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2022-05-16
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Consists of shares underlying restricted stock units granted under the Company's 2020 Equity Incentive Plan, subject to vesting over a three-year period in equal annual installments on each anniversary of the grant date.
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(2)
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Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 12, 2022 that remain subject to time-based vesting.
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(3)
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On May 14, 2022, in connection with the vesting of shares underlying 2,554 previously disclosed restricted stock units, the issuer withheld 1,267 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $92.77 per share, the closing price of the common stock on the first trading day following the vesting date. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 16, 2022, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions.
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(4)
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Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 16, 2022 that remain subject to time-based vesting.
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(5)
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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.
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