Floor & Decor Holdings, Inc. — Director's Dealing 2017

Apr 26, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Floor & Decor Holdings, Inc. (FND)
CIK: 0001507079
Period of Report: 2017-04-26

Reporting Person: FS Capital Partners VI, LLC (10% Owner)
Reporting Person: FS Equity Partners VI, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	19037764	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class C common stock	$		Class A common stock (6275489)		Indirect

Footnotes

F1: FS Capital Partners VI, LLC, ("FS Capital") is the general partner of FS Equity Partners VI, L.P. ("FS Equity") and FS Affiliates VI, L.P. ("FS Affiliates" and, together with FS Equity, the ''FS Funds''), the record holders of 18,262,008 and 775,756 shares of the Issuer's Class A common stock, respectively, and has the sole power to vote and dispose of the shares of the Issuer's common stock owned by the FS Funds. Each of Messrs. Brad J. Brutocao, Bradford M. Freeman, Benjamin D. Geiger, Todd W. Halloran, Jon D. Ralph, John M. Roth, J. Frederick Simmons, Ronald P. Spogli and William M. Wardlaw is a managing member of FS Capital, and each of Messrs. Brutocao, Freeman, Geiger, Halloran, John S. Hwang, Christian B. Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw is a member of Freeman Spogli & Co. ("Freeman Spogli"), and as such may be deemed to be the beneficial owners of the shares of the Issuer's Class A common stock owned by the FS Funds. (continued in footnote 2)

F2: Messrs. Brutocao, Freeman, Geiger, Halloran, Hwang, Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw each disclaims beneficial ownership in the shares of the Issuer's Class A common stock except to the extent of his pecuniary interest in them.

F3: Shares of the Issuer's Class C common stock are automatically converted into shares of the Issuer's Class A common stock on a one for one basis if the holder of such Class C common stock is not FS Funds or their Affiliated Persons (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")). In addition, FS Funds or any of their Affiliated Persons (as defined in the 1940 Act) may convert their shares of Class C common stock into shares of the Issuer's Class A common stock, in whole or in part, at any time and from time to time at their option, on a one for one basis so long as at such time either Ares Partners Holdco LLC and its affiliates or FS Funds and their Affiliated Persons (as defined in the 1940 Act) do not own more than 24.9% of the Issuer's Class A common stock after giving effect to any such conversion. (continued in footnote 4)

F4: In addition, shares of the Issuer's Class A common stock held by FS Funds or their Affiliated Persons (as defined in the 1940 Act) are convertible into shares of the Issuer's Class C common stock, in whole or in part, at any time and from time to time at the election of FS Funds or their Affiliated Persons (as defined in the 1940 Act), on a one for one basis. Holders of the Issuer's Class C common stock are not entitled to vote, except as required under Delaware law.

F5: FS Capital, is the general partner of FS Equity and FS Affiliates, the record holders of 6,019,774 and 255,715 shares of the Issuer's Class C common stock, respectively, and has the sole power to vote and dispose of the shares of the Issuer's common stock owned by the FS Funds. Each of Messrs. Brad J. Brutocao, Bradford M. Freeman, Benjamin D. Geiger, Todd W. Halloran, Jon D. Ralph, John M. Roth, J. Frederick Simmons, Ronald P. Spogli and William M. Wardlaw is a managing member of FS Capital, and each of Messrs. Brutocao, Freeman, Geiger, Halloran, John S. Hwang, Christian B. Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw is a member of Freeman Spogli, and as such may be deemed to be the beneficial owners of the shares of the Issuer's Class C common stock owned by the FS Funds. (continued in footnote 6)

F6: Messrs. Brutocao, Freeman, Geiger, Halloran, Hwang, Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw each disclaims beneficial ownership in the shares of Class C common stock except to the extent of his pecuniary interest in them.