Axelrod Norman Form 3 Floor & Decor / NORMAN AXELROD ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

AXELROD NORMAN

(Last) (First) (Middle)

C/O FLOOR & DECOR HOLDINGS, INC.

2233 LAKE PARK DRIVE

(Street)

SMYRNA GA 30080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2017

3. Issuer Name and Ticker or Trading Symbol
Floor & Decor Holdings, Inc. [ FND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	521,922	I	By Alison K. Axelrod 2012 Family Trust, of which Mr. Axelrod is the trustee.
Class A common stock	260,961	I	By AS SKIP LLC, of which Mr. Axelrod is the managing member.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(1)	(1)	02/28/2021	Class A common stock	80,455(1)	2.85	D
Stock Option (right to buy)(1)	(1)	02/28/2021	Class A common stock	80,455(1)	4.33	D
Stock Option (right to buy)(2)	(2)	12/30/2021	Class A common stock	104,591(2)	2.85	D
Stock Option (right to buy)(2)	(2)	12/30/2021	Class A common stock	104,591(2)	4.33	D

Explanation of Responses:

1. The option vests in five equal annual installments. The installments vested and became exercisable on February 28 of each of 2012, 2013, 2014, 2015 and 2016.

2. The option vests in three equal annual installments. The installments vested and became exercisable on December 30 of each of 2012, 2013 and 2014.

	/s/ Monica Shilling, by power of attorney	04/26/2017
	** Signature of Reporting Person	Date
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 5 (b)(v).
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