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 *
Christopherson David Victor
  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 AND GENERAL COUNSEL
(Last)
(First)
(Middle)
C/O FLOOR & DECOR HOLDINGS, INC., 2500 WINDY RIDGE PARKWAY, SE
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2020
(Street)

ATLANTA, GA 30339
4. If Amendment, Date 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
(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 12/09/2020   M   852 A $ 9.99 47,209 D  
Class A common stock, par value $0.001 12/09/2020   M   6,191 A $ 31.98 53,400 D  
Class A common stock, par value $0.001 12/09/2020   S(1)   7,043 D $ 89.9 46,357 D  

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
Stock Option (right to buy) $ 31.98 12/09/2020   M     6,191   (2) 11/02/2028 Class A common stock, par value $0.001 6,191 $ 0 12,383 D  
Stock Option (right to buy) $ 9.99 12/09/2020   M     852   (3) 09/30/2026 Class A common stock, par value $0.001 852 $ 0 7,853 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Christopherson David Victor
C/O FLOOR & DECOR HOLDINGS, INC.
2500 WINDY RIDGE PARKWAY, SE
ATLANTA, GA 30339
      EVP AND GENERAL COUNSEL  

Signatures

 /s/ Monica Shilling, by power of attorney   12/11/2020
**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) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Christopherson on November 4, 2020.
(2) The option vests in four equal annual installments. The first two installments vested on November 2 of each of 2019 and 2020. The remaining installments will vest and become exercisable on November 2 of each of 2021 and 2022.
(3) The option vests in five equal annual installments. The four installments vested on September 30 of each of 2017, 2018, 2019 and 2020. The remaining installment will vest and become exercisable on September 30, 2021.

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