Floor & Decor Holdings, Inc. — Director's Dealing 2018

May 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Floor & Decor Holdings, Inc. (FND)
CIK: 0001507079
Period of Report: 2018-05-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-29	Class A common stock, par value $0.001	S	3265993	$44.77	Disposed	16408347	Indirect

Footnotes

F1: Includes 3,132,910 shares of Class A common stock beneficially owned by FS Equity Partners VI, L.P. ("FS Equity") and 133,083 shares of Class A common stock beneficially owned by FS Affiliates VI, L.P. ("FS Affiliates").

F2: Includes 15,739,735 shares of Class A common stock beneficially owned by FS Equity and 668,612 shares of Class A common stock beneficially owned by FS Affiliates.

F3: FS Capital Partners VI, LLC, ("FS Capital") is the general partner of FS Equity and FS Affiliates, 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 4)

F4: 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.