SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARES CORPORATE OPPORTUNITIES FUND III LP
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
4. 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 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 02/28/2019 S 6,673,401 D $37.5 19,414,134(1)(2)(3) D(1)(2)(3)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
ARES CORPORATE OPPORTUNITIES FUND III LP
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACOF Operating Manager III LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Holdings L.P.
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdco LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdings Inc.
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Corp
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management GP LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Partners Holdco LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 90067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Voting LLC
(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR
(Street)
LOS ANGELES CA 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 Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of Class B common stock, $0.01 par value per share, of Ares Management and Ares Voting LLC ("Ares Voting") is the sole holder of Class C common stock, $0.01 par value per share, of Ares Management. (continued in footnote 2)
2. Pursuant to Ares Management's Certificate of Incorporation, the holders of Ares Management's Class B common stock and Class C common stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting 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, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions of the Board Members. (continued in footnote 3)
3. Each of the Ares Entities (other than ACOF III with respect to the shares held directly by it), the Board Members 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 4 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 03/04/2019
** Signature of Reporting Person Date

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