Floor & Decor (FND) Form 3 Floor & Decor / STEVEN ALAN DENNY 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^*

DENNY STEVEN ALAN

(Last) (First) (Middle)

C/O FLOOR & DECOR HOLDINGS, INC.

2500 WINDY RIDGE PARKWAY, SE

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2020

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Store Operations

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, par value $0.001	77	D

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)	09/30/2026	Class A Common Stock, par value $0.001	5,020(1)	9.99	D
Stock Option (right to buy)(2)	(2)	04/26/2027	Class A Common Stock, par value $0.001	7,143(2)	21	D
Stock Option (right to buy)(2)	(2)	04/26/2027	Class A Common Stock, par value $0.001	1,429(2)	21	D
Stock Option (right to buy)(3)	(3)	11/02/2028	Class A Common Stock, par value $0.001	8,970(3)	31.98	D
Stock Option (right to buy)(4)	(4)	02/24/2030	Class A Common Stock, par value $0.001	3,596(4)	57.7	D
Restricted Stock Units	(5)	02/24/2030	Class A Common Stock, par value $0.001	1,365	(6)	D

Explanation of Responses:

1. The option vests in five equal annual installments. The first four installments vested on September 30 of each 2017, 2018, 2019 and 2020. The remaining installment will vest and become exercisable on September 30, 2021.

2. The option vests in five equal annual installments. The first three installments vested on April 26 of each of 2018, 2019 and 2020. The remaining installments will vest and become exercisable on April 26 of each of 2021 and 2022.

3. The option vests in four equal annual installments. The first installment vested on November 2, 2019. The remaining installments will vest and become exercisable on November 2 of each of 2020, 2021 and 2022.

4. The option vests in four equal annual installments. The installments will vest and become exercisable on February 24 of each of 2021, 2022, 2023 and 2024.

5. The restricted stock units vest in four equal annual installments. The installments will vest and become exercisable on February 24 of each of 2021, 2022, 2023 and 2024.

6. Each restricted stock unit represents a contingent right to receive one share of Floor & Decor Holdings, Inc. Class A Common Stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	Monica Shilling, by power of attorney	11/03/2020
	** 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).
** 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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