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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hackman Gregory V.		 2. Issuer Name and Ticker or Trading Symbol

Boot Barn Holdings, Inc. [ BOOT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, COO
(Last)          (First)          (Middle)

C/O BOOT BARN HOLDINGS, INC., 15345 BARRANCA PKWY		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/26/2023
(Street)

IRVINE, CA 92618		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/26/2023  M  11000 A$7.11 58954 D 
 
Common Stock 5/26/2023  M  6749 A$6.15 65703 D 
 
Common Stock 5/26/2023  M  7166 A$23.92 72869 D 
 
Common Stock 5/26/2023  S  15749 D$69.1636 (1)57120 (2)D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options $6.15 5/26/2023  M     6749   (3)6/5/2025 (4)Common Stock 6749 $0 0 D 
 
Options $7.11 5/26/2023  M     11000   (5)5/20/2024 (4)Common Stock 11000 $0 0 D 
 
Common Stock $23.92 5/26/2023  M     7166   (6)5/24/2026 (4)Common Stock 7166 $0 0 D 
 
Common Stock $20.94            (7)5/21/2030 Common Stock 9379  9379 D 
 
Common Stock $23.57            (7)8/9/2030 Common Stock 9015  9015 D 
 
Common Stock $24.08            (7)5/21/2030 Common Stock 10010  10010 D 
 
Common Stock $28.63            (8)5/20/2029 Common Stock 6214  6214 D 
 
Explanation of Responses:
(1) Reflects the weighted average price of sales on May 26, 2023. The shares were sold in multiple transactions at prices ranging from $68.52 to $70.00, 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 Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(2) Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 26, 2023.
(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 expire the earlier of the expiration date, or 30 days from retirement. On March 31, 2023, Mr. Hackman announced his plan to retire in June 2023.
(5) 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 May 20, 2021.
(6) 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.
(7) 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.
(8) 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 20, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hackman Gregory V.
C/O BOOT BARN HOLDINGS, INC.
15345 BARRANCA PKWY
IRVINE, CA 92618

EVP, COO
Signatures
/s/ Gregory V. Hackman5/26/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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