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*
Christopherson David Victor

(Last) (First) (Middle)
C/O FLOOR & DECOR HOLDINGS, INC.
2233 LAKE PARK DRIVE

(Street)
SMYRNA GA 30080

(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 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
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)
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
Class B Common Stock (1) (1) Class A Common Stock(1) 8,045 (1) D
Stock Option (right to buy)(2) (2) 09/13/2023 Class A Common Stock 30,572(2) 6.22 D
Stock Option (right to buy)(2) (2) 09/13/2023 Class A Common Stock 9,654(2) 3.79 D
Stock Option (right to buy)(2) (2) 09/13/2023 Class A Common Stock 12,872(2) 9.33 D
Stock Option (right to buy)(2) (2) 09/13/2023 Class A Common Stock 3,218(2) 6.9 D
Stock Option (right to buy)(3) (3) 05/20/2024 Class A Common Stock 15,447(3) 7.69 D
Stock Option (right to buy)(3) (3) 05/20/2024 Class A Common Stock 10,298(3) 5.26 D
Stock Option (right to buy)(4) (4) 04/22/2025 Class A Common Stock 6,436(4) 7.69 D
Stock Option (right to buy)(4) (4) 04/22/2025 Class A Common Stock 9,654(4) 5.26 D
Stock Option (right to buy)(5) (5) 09/30/2026 Class A Common Stock 39,262(5) 9.99 D
Explanation of Responses:
1. Upon the closing of the Issuer's sale of its Class A Common Stock in its underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-216000) under the Securities Act of 1933, as amended, each share of Class B Common Stock shall automatically convert into one share of Class A Common Stock.
2. The option vests in five equal annual installments. The first three installments vested and became exercisable on September 13 of each of 2014, 2015 and 2016 and the remaining installments will vest and become exercisable on September 13 of each of 2017 and 2018.
3. The option vests in five equal annual installments. The first two installments vested and became exercisable on May 20 of each of 2015 and 2016 and the remaining installments will vest and become exercisable on May 20 of each of 2017, 2018 and 2019.
4. The option vests in five equal annual installments. The first two installments vested and became exercisable on April 22 of each of 2016 and 2017 and the remaining installments will vest and become exercisable on April 22 of each of 2018, 2019 and 2020.
5. The option vests in five equal annual installments. The installments will vest and become exercisable on September 30 of each of 2017, 2018, 2019, 2020 and 2021.
/s/ Monica Shilling, by power of attorney 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.

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.