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^*

ARES CORPORATE OPPORTUNITIES FUND III LP

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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	52,192,278⁽¹⁾⁽²⁾⁽³⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

1. Name and Address of Reporting Person^*

ARES CORPORATE OPPORTUNITIES FUND III LP

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACOF Operating Manager III LLC

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARES MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ares Management Holdings L.P.

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ares Holdco LLC

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ares Holdings Inc.

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARES MANAGEMENT LP

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ares Management GP LLC

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ares Partners Holdco LLC

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT, L.P.

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Class A common stock are held directly by Ares Corporate Opportunities Fund III, L.P. (''ACOF III''). The manager of ACOF III is ACOF Operating Manager III, LLC (''ACOF Operating Manager III''), and the sole member of ACOF Operating Manager III is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. (''Ares Management Holdings'') and the general partner of Ares Management Holdings is Ares Holdco LLC (''Ares Holdco''). The sole member of Ares Holdco is Ares Holdings Inc. (''Ares Holdings''), whose sole stockholder is Ares Management, L.P. (''Ares Management''). (continued in footnote 2)

2. The general partner of Ares Management is Ares Management GP LLC (''Ares Management GP'') and the sole member of Ares Management GP is Ares Partners Holdco LLC (''Ares Partners'' and, together with ACOF III, ACOF Operating Manager III, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the ''Ares Entities''). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. (continued in footnote 3)

3. Each of the Ares Entities (other than ACOF III with respect to the shares held directly by it) and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the shares of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

	/s/ Naseem Sagati, Authorized Signatory of ACOF Operating Manager III, LLC., Manager for ARES CORPORATE OPPORTUNITIES FUND III, L.P.	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ACOF OPERATING MANAGER III, LLC.	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ARES MANAGEMENT LLC	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ARES MANAGEMENT HOLDINGS L.P.	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ARES HOLDCO LLC	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ARES HOLDINGS INC.	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of Ares Management GP LLC, general partner for ARES MANAGEMENT, L.P.	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ARES MANAGEMENT GP LLC	04/26/2017
	/s/ Naseem Sagati, Authorized Signatory of ARES PARTNERS HOLDCO LLC	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).

** 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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