| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/23/2022 | 3. Issuer Name and Ticker or Trading Symbol Floor & Decor Holdings, Inc. [ FND ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 32,153(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 Options (right to buy)(2) | (2) | 01/28/2025 | Class A common stock, par value $0.001 | 19,309(2) | 7.69 | D | |
| Stock Options (right to buy)(2) | (2) | 01/28/2025 | Class A common stock, par value $0.001 | 12,872(2) | 5.26 | D | |
| Stock Options (right to buy)(3) | (3) | 09/30/2026 | Class A common stock, par value $0.001 | 28,320(3) | 9.99 | D | |
| Stock Options (right to buy)(4) | (4) | 04/26/2027 | Class A common stock, par value $0.001 | 21,428(4) | 21 | D | |
| Stock Options (right to buy)(5) | (5) | 11/02/2028 | Class A common stock, par value $0.001 | 10,866(5) | 31.98 | D | |
| Stock Options (right to buy)(6) | (6) | 02/24/2030 | Class A common stock, par value $0.001 | 3,594(6) | 57.7 | D | |
| Stock Options (right to buy)(7) | (7) | 03/01/2031 | Class A common stock, par value $0.001 | 857(7) | 95.68 | D | |
| Explanation of Responses: |
| 1. Includes 2,487 Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Floor & Decor Holdings, Inc. Class A Common Stock. The RSUs vest ratably over four years. 1,365 RSUs have partially vested, and will continue to vest, ratably on February 24 in each of 2021, 2022, 2023 and 2024. 1,122 RSUs have partially vested, and will continue to vest, ratably on March 1 in each of 2021, 2022, 2023 and 2024. |
| 2. The option vested in five equal installments. The five installments vested on January 28 of each of 2016, 2017, 2018, 2019 and 2020. |
| 3. The option vested in five equal annual installments. The five installments vested on September 30 of each of 2017, 2018, 2019, 2020 and 2021. |
| 4. The option vests in five equal annual installments. The first four installments vested on April 26 of each of 2018, 2019, 2020 and 2021. The remaining installment will vest and become exercisable on April 26, 2022. |
| 5. The option vests in four equal annual installments. The first three installments vested on November 2 of each of 2019, 2020 and 2021. The remaining installment will vest and become exercisable on November 2, 2022. |
| 6. The option vests in four equal annual installments. The first installments vested on February 24, 2021. The remaining installments will vest and become exercisable on February 24 of each of 2022, 2023 and 2024. |
| 7. The option vests in four equal installments. The first installment vested on March 1, 2022. The remaining installments will vest and become exercisable on March 1 of each of 2023, 2024 and 2025. |
| /s/ Monica Shilling, by Power of Attorney | 03/02/2022 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
