FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ARES CORPORATE OPPORTUNITIES FUND III LP
  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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2017
(Street)

LOS ANGELES, CA 90067
4. If Amendment, Date 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
(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 11/20/2017   S   4,853,847 D $ 34.92 (1) 40,565,650 (2) (3) (4) D (2) (3) (4)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ARES CORPORATE OPPORTUNITIES FUND III LP
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
ACOF Operating Manager III LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
Ares Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
Ares Holdings Inc.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
ARES MANAGEMENT LP
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
Ares Management GP LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067
    X    

Signatures

 /s/ Naseem Sagati, Authorized Signatory   11/22/2017
**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) This amount represents the $36.00 per share public offering price in connection with the sale of shares of Class A Common Stock of the Issuer, less the underwriting discount of $1.08 per share for shares sold pursuant to an underwritten public offering.
(2) 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 3)
(3) 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 4)
(4) 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.

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