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*
Christopherson David Victor

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

(Street)
SMYRNA GA 30080

(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 10% Owner
X Officer (give title below) Other (specify below)
EVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2019
4. 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 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 03/25/2019 M 9,654 A $3.79 20,199 D
Class A common stock, par value $0.001 03/25/2019 M 3,218 A $6.9 23,417 D
Class A common stock, par value $0.001 03/25/2019 M 6,979 A $5.26 30,396 D
Class A common stock, par value $0.001 03/25/2019 S(1) 19,851 D $40 10,545 D
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
Stock Option (right to buy) $3.79 03/25/2019 M 9,654 09/13/2018 09/13/2023 Class A common stock 9,654 $0 0 D
Stock Option (right to buy) $6.9 03/25/2019 M 3,218 09/13/2018 09/13/2023 Class A common stock 3,218 $0 0 D
Stock Option (right to buy) $5.26 03/25/2019 M 5,149 (2) 05/20/2024 Class A common stock 5,149 $0 5,149 D
Stock Option (right to buy) $5.26 03/25/2019 M 1,830 (3) 04/22/2025 Class A common stock 1,830 $0 7,824 D
Explanation of Responses:
1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Christopherson on February 22, 2019.
2. The option vests in five equal annual installments. The first four installments vested and became exercisable on May 20 of each of 2015, 2016, 2017 and 2018 and the remaining installment will vest and become exercisable on May 20 of 2019.
3. The option vests in five equal annual installments. The first three installments vested and became exercisable on April 22 of each of 2016, 2017 and 2018 and the remaining installments will vest and become exercisable on April 22 of each of 2019 and 2020.
/s/ Monica Shilling, by power of attorney 03/27/2019
** 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 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).

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.