CUSIP NO. 099406100                    13G                               Page 1 of 13

                                                                                   UNITED STATES
                                                              SECURITIES AND EXCHANGE COMMISSION
                                                                          Washington, D.C. 20549
 
                                                                                    SCHEDULE 13G
 
                                                       Under the Securities Exchange Act of 1934
                                                                              (Amendment No. 1)*
 
                                                                        BOOT BARN HOLDINGS, INC.
                                                                                (Name of Issuer)
 
                                                                 Common Stock, $0.0001 par value
                                                                  (Title of Class of Securities)
 
                                                                                       099406100
 
                                                                                  (CUSIP Number)
 
                                                                               December 31, 2018
                                         (Date of Event Which Requires Filing of this Statement)
 
          Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
          [X] Rule 13d‑1(b)
          [ ] Rule 13d‑1(c)
          [ ] Rule 13d‑1(d)
 
    *The remainder of this cover page shall be filled out for a reporting person's initial
    filing on this form with respect to the subject class of securities, and for any
    subsequent amendment containing information which would alter the disclosures provided in
    a prior cover page.
 
    The information required in the remainder of this cover page shall not be deemed to be
    "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
    otherwise subject to the liabilities of that section of the Act but shall be subject to
    all other provisions of the Act (however, see the Notes).

 

 
          CUSIP NO. 099406100                    13G                               Page 2 of 13

          1.    NAMES OF REPORTING PERSONS.    
 
                      Franklin Resources, Inc.
 
          2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
                      (a)
                      (b) X
 
          3.    SEC USE ONLY
 
          4.    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                      Delaware
 
          NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
                      5.     SOLE VOTING POWER
 
                                   (See Item 4)
                      6.     SHARED VOTING POWER
 
                                   (See Item 4)
                      7.     SOLE DISPOSITIVE POWER
 
                                   (See Item 4)
                      8.     SHARED DISPOSITIVE POWER
 
                                   (See Item 4)
          9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,380,062
 
          10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                       CERTAIN SHARES [ ]
 
          11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                       4.9%
 
          12.   TYPE OF REPORTING PERSON
 
                       HC, CO (See Item 4)

   

          CUSIP NO. 099406100                    13G                               Page 3 of 13

          1.    NAMES OF REPORTING PERSONS.    
 
                      Charles B. Johnson
 
          2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
                      (a)
                      (b) X
 
          3.    SEC USE ONLY
 
          4.    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                      USA
 
          NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
                      5.    SOLE VOTING POWER
 
                                  (See Item 4)
 
                      6.    SHARED VOTING POWER
 
                                  (See Item 4)
 
                      7.    SOLE DISPOSITIVE POWER
 
                                  (See Item 4)
 
                      8.    SHARED DISPOSITIVE POWER
 
                                  (See Item 4)
 
          9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,380,062
 
          10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                      CERTAIN SHARES [ ]
 
          11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                      4.9%
 
          12.   TYPE OF REPORTING PERSON
 
                      HC, IN (See Item 4)

   

          CUSIP NO. 099406100                    13G                               Page 4 of 13

          1.    NAMES OF REPORTING PERSONS.    
 
                      Rupert H. Johnson, Jr.
 
          2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
                      (a)
                      (b) X
 
          3.    SEC USE ONLY
 
          4.    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                      USA
 
          NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
                      5.    SOLE VOTING POWER
 
                                  (See Item 4)
 
                      6.    SHARED VOTING POWER
 
                                  (See Item 4)
 
                      7.    SOLE DISPOSITIVE POWER
 
                                  (See Item 4)
 
                      8.    SHARED DISPOSITIVE POWER
 
                                  (See Item 4)
          9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                      1,380,062
 
          10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                      CERTAIN SHARES [ ]
 
          11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                      4.9%
 
          12.   TYPE OF REPORTING PERSON
 
                      HC, IN (See Item 4)

   

          CUSIP NO. 099406100                    13G                               Page 5 of 13

          Item 1.
 
          (a)   Name of Issuer
 
                      BOOT BARN HOLDINGS, INC.
 
          (b)   Address of Issuer's Principal Executive Offices
 
           15345 Barranca Pkwy
           Irvine, CA 92618
 
          Item 2.
 
          (a)   Name of Person Filing
 
                      (i):   Franklin Resources, Inc.
 
                      (ii):  Charles B. Johnson
 
                      (iii): Rupert H. Johnson, Jr.

          (b)   Address of Principal Business Office or, if none, Residence
 
                      (i), (ii), and (iii):
                      One Franklin Parkway
                      San Mateo, CA 94403‑1906
 
          (c)   Citizenship
 
                      (i): Delaware
                      (ii) and (iii): USA
 
          (d)   Title of Class of Securities
 
                      Common Stock, $0.0001 par value
 
          (e)   CUSIP Number
 
                      099406100

 

          CUSIP NO. 099406100                    13G                               Page 6 of 13

          Item 3.   If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
                              check whether the person filing is a:
 
                        (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
                        (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
                        (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
                    78c).
                        (d) [ ] Investment company registered under section 8 of the Investment Company Act
                                        of 1940 (15 U.S.C 80a‑8).
                        (e) [ ] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
 
                        (f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d‑1(b)
                                        (1)(ii)(F);
                        (g) [X] A parent holding company or control person in accordance with §240.13d‑1(b)
                                        (1)(ii)(G);
                        (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
                                        Insurance Act (12 U.S.C. 1813);
                        (i) [ ] A church plan that is excluded from the definition of an investment company
                                        under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
                                        80a‑3);
                        (j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
                        (k) [ ] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
 
                        If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),
                        please specify the type of institution:
 
          Item 4.  Ownership
 
          The securities reported herein are beneficially owned by one or more open‑ or
          closed‑end investment companies or other managed accounts that are investment
          management clients of investment managers that are direct and indirect subsidiaries
          (each, an “Investment Management Subsidiary” and, collectively, the “Investment
          Management Subsidiaries”) of Franklin Resources Inc. (“FRI”), including the Investment
          Management Subsidiaries listed in this Item 4.  When an investment management contract
          (including a sub‑advisory agreement) delegates to an Investment Management Subsidiary
          investment discretion or voting power over the securities held in the investment
          advisory accounts that are subject to that agreement, FRI treats the Investment
          Management Subsidiary as having sole investment discretion or voting authority, as the
          case may be, unless the agreement specifies otherwise. Accordingly, each Investment
          Management Subsidiary reports on Schedule 13G that it has sole investment discretion
          and voting authority over the securities covered by any such investment management
          agreement, unless otherwise noted in this Item 4.  As a result, for purposes of Rule
          13d‑3 under the Act, the Investment Management Subsidiaries listed in this Item 4 may
          be deemed to be the beneficial owners of the securities reported in this Schedule 13G.
 
          Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is
          being reported in conformity with the guidelines articulated by the SEC staff in
          Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where
          related entities exercise voting and investment powers over the securities being
          reported independently from each other.  The voting and investment powers held by
          Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned Investment Management
          Subsidiary, are exercised independently from FRI and from all other Investment
          Management Subsidiaries (FRI, its affiliates and the Investment Management
          Subsidiaries other than FMA are collectively, “FRI affiliates”). Furthermore, internal
          policies and procedures of FMA and FRI establish informational barriers that prevent
          the flow between FMA and the FRI affiliates of information that relates to the voting
          and investment powers over the securities owned by their respective management
          clients. Consequently, FMA and FRI affiliates report the securities over which they
          hold investment and voting power separately from each other for purposes of Section 13
          of the Act.

 
   
          CUSIP NO. 099406100                    13G                               Page 7 of 13

          Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own
          in excess of 10% of the outstanding common stock of FRI and are the principal
          stockholders of FRI.  FRI and the Principal Shareholders may be deemed to be, for
          purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by
          persons and entities for whom or for which FRI subsidiaries provide investment
          management services.  The number of shares that may be deemed to be beneficially owned
          and the percentage of the class of which such shares are a part are reported in Items
          9 and 11 of the cover pages for FRI and each of the Principal Shareholders.  FRI, the
          Principal Shareholders and each of the Investment Management Subsidiaries disclaim any
          pecuniary interest in any of the such securities.  In addition, the filing of this
          Schedule 13G on behalf of the Principal Shareholders, FRI and the FRI affiliates, as
          applicable, should not be construed as an admission that any of them is, and each of
          them disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of
          the securities reported in this Schedule 13G.
 
          FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
          believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and
          that they are not otherwise required to attribute to each other the beneficial
          ownership of the securities held by any of them or by any persons or entities for whom
          or for which the Investment Management Subsidiaries provide investment management
          services.

                      (a)    Amount beneficially owned:
 
                                   1,380,062
 
                      (b)    Percent of class:
 
                                    4.9%
 
                      (c)    Number of shares as to which the person has:
 
                              (i)   Sole power to vote or to direct the vote
 
                                          Franklin Resources, Inc.:                                         0
 
                                          Charles B. Johnson:                                               0
 
                                          Rupert H. Johnson, Jr.:                                           0
 
                                          Franklin Advisers, Inc.:                                  1,346,506
 
                                          Fiduciary Trust Company International:                       33,556

                            (ii)   Shared power to vote or to direct the vote
 
                                           0
 
                          (iii)   Sole power to dispose or to direct the disposition of
 
                                          Franklin Resources, Inc.:                                         0
 
                                          Charles B. Johnson:                                               0
 
                                          Rupert H. Johnson, Jr.:                                           0
 
                                          Franklin Advisers, Inc.:                                  1,346,506
 
                                          Fiduciary Trust Company International:                       33,556
 
                            (iv)   Shared power to dispose or to direct the disposition of
 
                                           0

 

 
          CUSIP NO. 099406100                    13G                               Page 8 of 13
 
          Item 5.  Ownership of Five Percent or Less of a Class
 
                            If this statement is being filed to report the fact that as of the date hereof
                            the reporting person has ceased to be the beneficial owner of more than five
                            percent of the class of securities, check the following [X].
 
          Item 6.  Ownership of More than Five Percent on Behalf of Another Person
 
                            The clients of the Investment Management Subsidiaries, including investment
                            companies registered under the Investment Company Act of 1940 and other
                            managed accounts, have the right to receive or power to direct the receipt of
                            dividends from, and the proceeds from the sale of, the securities reported
                            herein. 
 
          Item 7.  Identification and Classification of the Subsidiary Which Acquired the
                            Security Being Reported on By the Parent Holding Company
 
                            See Attached Exhibit C
 
          Item 8.  Identification and Classification of Members of the Group
 
                            Not Applicable
 
          Item 9.  Notice of Dissolution of Group
 
                            Not Applicable

 

 
          CUSIP NO. 099406100                    13G                               Page 9 of 13

          Item 10. Certification
 
          By signing below I certify that, to the best of my knowledge and belief, the
          securities referred to above were acquired and are held in the ordinary course of
          business and were not acquired and are not held for the purpose of or with the
          effect of changing or influencing the control of the issuer of the securities and
          were not acquired and are not held in connection with or as a participant in any
          transaction having that purpose or effect.
 
          Exhibits
 
          Exhibit A ‑ Joint Filing Agreement
          Exhibit B ‑ Limited Powers of Attorney for Section 13 Reporting Obligations
     Exhibit C - Item 7 Identification and Classification of Subsidiaries

                                                                                  SIGNATURE
 
          After reasonable inquiry and to the best of my knowledge and belief, I certify that
          the information set forth in this statement is true, complete and correct.
 
          Dated:   January 22, 2019
 
          Franklin Resources, Inc.
 
          Charles B. Johnson
 
          Rupert H. Johnson, Jr.

 

          By:    /s/VIRGINIA ROSAS
                       ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
                       Virginia Rosas
                       Assistant Secretary of Franklin Resources, Inc.
 
                       Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney attached
                       to this Schedule 13G
 
                       Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
                       attached to this Schedule 13G

 

 

 
          CUSIP NO. 099406100                    13G                               Page 10 of 13
 
          EXHIBIT A
 
          JOINT FILING AGREEMENT
 
          In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,
          the undersigned hereby agree to the joint filing with each other of the attached
          statement on Schedule 13G and to all amendments to such statement and that such
          statement and all amendments to such statement are made on behalf of each of them.
 
          IN WITNESS WHEREOF, the undersigned have executed this agreement on  January 22, 2019.
 
          Franklin Resources, Inc.
 
          Charles B. Johnson
 
          Rupert H. Johnson, Jr.

 

          By:    /s/VIRGINIA ROSAS
                       ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
                       Virginia Rosas
                       Assistant Secretary of Franklin Resources, Inc.
 
                       Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney attached
                       to this Schedule 13G
 
                       Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
                       attached to this Schedule 13G

 

          CUSIP NO. 099406100                    13G                               Page 11 of 13
 
          EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
 
     Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Maria Gray, Steven J. Gray, Kimberly H. Novotny, Virginia E. Rosas, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
     1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
     2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
 
     3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
 
     The undersigned acknowledges that:
     1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
     2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
     3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
     4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
 
     The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
     This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
     IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 14 th day of January, 2019.
 
                                                               /s/Charles B. Johnson
                                                               Signature
 
                                                               Charles B. Johnson
                                                               Print Name

 

          CUSIP NO. 099406100                    13G                               Page 12 of 13
 
          LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
                                    
     Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Maria Gray, Steven J. Gray, Kimberly H. Novotny, Virginia E. Rosas, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
     1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
     2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
 
     3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
 
     The undersigned acknowledges that:
 
     1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
     2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
     3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
     4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
 
     The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
     This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
     IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11 th day of January, 2019.
 
                                                            /s/Rupert H. Johnson, Jr.
                                                            Signature
 
                                                            Rupert H. Johnson, Jr.
                                                            Print Name

 

 
 
          CUSIP NO. 099406100                    13G                               Page 13 of 13

          EXHIBIT C
 
          Franklin Advisers, Inc.                               Item 3 Classification: 3(e)
     Fiduciary Trust Company International                 Item 3 Classification: 3(b)