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*
Robbins Brian K
(Last) (First) (Middle)
C/O FLOOR & DECOR HOLDINGS, INC.
2500 WINDY RIDGE PARKWAY, SE
(Street)
ATLANTA GA 30339
(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 - BUS. DVLPMT, STRATEGY
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021
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 02/24/2021 F(1) 96 D $97.33 30,487 D
Class A common stock, par value $0.001 02/24/2021 M 2,585 A $57.7 33,072 D
Class A common stock, par value $0.001 02/24/2021 S(2) 675 D $96.52(3) 32,397 D
Class A common stock, par value $0.001 02/24/2021 S(2) 1,543 D $97.63(4) 30,854 D
Class A common stock, par value $0.001 02/24/2021 S(2) 367 D $98.31(5) 30,487 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) $57.7 02/24/2021 M 2,585 (6) 02/24/2030 Class A common stock, par value $0.001 2,585 $0 7,757 D
Explanation of Responses:
1. Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Robbins on August 21, 2020.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.98 to $96.93, inclusive. The reporting person undertakes to provide to Floor & Decor Holdings, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.045 to $98.03, inclusive. The reporting person undertakes to provide to the Company any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.05 to $98.43, inclusive. The reporting person undertakes to provide to the Company any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The option vests in four equal installments. The first installment vested on February 24, 2021. The remaining installments will vest and become exercisable on February 24 of each of 2022, 2023 and 2024.
/s/ Monica Shilling, by power of attorney 02/26/2021
** 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.

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