Floor & Decor Holdings Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:39

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Lang Trevor
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)
PRESIDENT
(Last) (First) (Middle)
C/O FLOOR & DECOR HOLDINGS, INC., 2500 WINDY RIDGE PARKWAY, SE 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
ATLANTA, GA 30339 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/01/2024 G 2,709 D $ 0 180,688 D
Class A common stock, par value $0.001 11/01/2024 M 34,513 A $21 215,201 D
Class A common stock, par value $0.001 11/01/2024 M 9,603 A $21 224,804 D
Class A common stock, par value $0.001 11/01/2024 M 38,951 A $31.98 263,755 D
Class A common stock, par value $0.001 11/01/2024 M 16,265 A $57.7 280,020 D
Class A common stock, par value $0.001 11/01/2024 M 4,266 A $95.68 284,286 D
Class A common stock, par value $0.001 11/01/2024 S 9,858 D $103.04(1) 274,428 D
Class A common stock, par value $0.001 11/01/2024 S 76,021 D $104.01(2) 198,407 D
Class A common stock, par value $0.001 11/01/2024 S 17,719 D $104.75(3) 180,688 D
Class A common stock, par value $0.001 11/04/2024 G 21,360(4) D $ 0 159,328 D
Class A common stock, par value $0.001 22,302(4) I By The Lang Family 2022 Gift Trust U/A/D 09/15/2022
Class A common stock, par value $0.001 642 I By daughter
Class A common stock, par value $0.001 per share 642 I By daughter
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $21 11/01/2024 M 34,513 (5) 04/26/2027 Class A common stock, par value $0.001 34,513 $ 0 0 D
Stock Options (right to buy) $21 11/01/2024 M 9,603 (5) 04/26/2027 Class A common stock, par value $0.001 9,603 $ 0 0 D
Stock Option (right to buy) $31.98 11/01/2024 M 38,951 (6) 11/02/2028 Class A common stock, par value $0.001 38,951 $ 0 0 D
Stock Option (right to buy) $57.7 11/01/2024 M 16,265 (7) 02/24/2030 Class A common stock, par value $0.001 16,265 $ 0 0 D
Stock Option (right to buy) $95.68 11/01/2024 M 4,266 (8) 03/01/2031 Class A common stock, par value $0.001 4,266 $ 0 1,422 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lang Trevor
C/O FLOOR & DECOR HOLDINGS, INC.
2500 WINDY RIDGE PARKWAY, SE
ATLANTA, GA 30339 		PRESIDENT

Signatures

/s/ Stacy S. Ingram, by Power of Attorney 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.27 to $103.25, inclusive. The reporting person undertakes to provide to Floor and Decor Holdings, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within 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 $103.28 to $104.275, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.28 to $105.16, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) On November 4, 2024, the reporting person transferred 21,360 shares of Floor & Decor Holdings, Inc. Class A common stock to The Lang Family 2022 Gift Trust U/A/D 09/15/2022, a family trust of which the reporting person's spouse is trustee. Members of the reporting person's immediate family are the sole beneficiaries of such trust.
(5) The option vests as follows: 10% on April 26, 2019; 20% on April 26, 2020; 30% on April 26, 2021; and 40% on April 26, 2022.
(6) The option vests in four equal annual installments. The installments vest and become exercisable on November 2 of each of 2019, 2020, 2021 and 2022.
(7) The option vests in four annual installments. The installments vest and become exercisable on February 24 of each of 2021, 2022, 2023 and 2024.
(8) The option vests in four equal annual installments. The installments vest and become exercisable on March 1 of each of 2022, 2023, 2024 and 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.