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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DENNY STEVEN ALAN
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2020
3. Issuer Name and Ticker or Trading Symbol
Floor & Decor Holdings, Inc. [FND]
(Last)
(First)
(Middle)
C/O FLOOR & DECOR HOLDINGS, INC., 2500 WINDY RIDGE PARKWAY, SE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Store Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30339
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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, par value $0.001 77
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (right to buy) (1)   (1) 09/30/2026 Class A Common Stock, par value $0.001 5,020 (1) $ 9.99 D  
Stock Option (right to buy) (2)   (2) 04/26/2027 Class A Common Stock, par value $0.001 7,143 (2) $ 21 D  
Stock Option (right to buy) (2)   (2) 04/26/2027 Class A Common Stock, par value $0.001 1,429 (2) $ 21 D  
Stock Option (right to buy) (3)   (3) 11/02/2028 Class A Common Stock, par value $0.001 8,970 (3) $ 31.98 D  
Stock Option (right to buy) (4)   (4) 02/24/2030 Class A Common Stock, par value $0.001 3,596 (4) $ 57.7 D  
Restricted Stock Units   (5) 02/24/2030 Class A Common Stock, par value $0.001 1,365 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DENNY STEVEN ALAN
C/O FLOOR & DECOR HOLDINGS, INC.
2500 WINDY RIDGE PARKWAY, SE
ATLANTA, GA 30339
      EVP, Store Operations  

Signatures

Monica Shilling, by power of attorney 11/03/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option vests in five equal annual installments. The first four installments vested on September 30 of each 2017, 2018, 2019 and 2020. The remaining installment will vest and become exercisable on September 30, 2021.
(2) The option vests in five equal annual installments. The first three installments vested on April 26 of each of 2018, 2019 and 2020. The remaining installments will vest and become exercisable on April 26 of each of 2021 and 2022.
(3) The option vests in four equal annual installments. The first installment vested on November 2, 2019. The remaining installments will vest and become exercisable on November 2 of each of 2020, 2021 and 2022.
(4) The option vests in four equal annual installments. The installments will vest and become exercisable on February 24 of each of 2021, 2022, 2023 and 2024.
(5) The restricted stock units vest in four equal annual installments. The installments will vest and become exercisable on February 24 of each of 2021, 2022, 2023 and 2024.
(6) Each restricted stock unit represents a contingent right to receive one share of Floor & Decor Holdings, Inc. Class A Common Stock.
 
Remarks:
Exhibit 24.1 - Power of Attorney

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