Brian K Robbins Form 4 Floor & Decor / Brian K Robbins ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Robbins Brian K

(Last) (First) (Middle)

C/O FLOOR & DECOR HOLDINGS, INC.

2233 LAKE PARK DRIVE

(Street)

SMYRNA GA 30080

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.001	03/05/2018		M		53,408	A	$6.22	56,968	D
Class A common stock, par value $0.001	03/05/2018		M		4,828	A	$9.33	61,796	D
Class A common stock, par value $0.001	03/05/2018		M		38,618	A	$7.69	100,414	D
Class A common stock, par value $0.001	03/05/2018		M		10,813	A	$9.99	111,227	D
Class A common stock, par value $0.001	03/05/2018		S		87,753	D	$45.05(1)	23,474	D
Class A common stock, par value $0.001	03/05/2018		S		19,914	D	$45.86(2)	3,560	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$6.22	03/05/2018		M			53,408	09/13/2017	09/13/2023	Class A common stock	53,408	$0	0	D
Stock Option (right to buy)	$9.33	03/05/2018		M			4,828	09/13/2017	09/13/2023	Class A common stock	4,828	$0	0	D
Stock Option (right to buy)	$7.69	03/05/2018		M			38,618	05/20/2017	05/20/2024	Class A common stock	38,618	$0	0	D
Stock Option (right to buy)	$9.99	03/05/2018		M			10,813	(3)	09/30/2026	Class A common stock	10,813	$0	43,252(3)	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.70 to $45.50, inclusive. The reporting person undertakes to provide to Floor & Decor Holdings, Inc., any security holder of Floor & Decor Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.74 to $46.03, inclusive. The reporting person undertakes to provide to Floor & Decor Holdings, Inc., any security holder of Floor & Decor Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the range set forth in this footnote.

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

	/s/ Monica Shilling, by power of attorney	03/06/2018
	** Signature of Reporting Person	Date
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