SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
LANGLEY BRYAN
(Last) (First) (Middle)
C/O FLOOR & DECOR HOLDINGS, INC.
2500 WINDY RIDGE PARKWAY SE
(Street)
ATLANTA GA 30339
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2022 		3. Issuer Name and Ticker or Trading Symbol
Floor & Decor Holdings, Inc. [ FND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
5. 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 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 5,292(1) D
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: 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 Options (right to buy) (2) 03/01/2031 Class A Common Stock, par value $0.001 857 95.68 D
Stock Options (right to buy) (3) 02/24/2030 Class A Common Stock, par value $0.001 2,420 57.7 D
Stock Options (right to buy) (4) 05/06/2029 Class A Common Stock, par value $0.001 4,592 44.05 D
Stock Options (right to buy) (5) 11/02/2028 Class A Common Stock, par value $0.001 4,101 31.98 D
Stock Options (right to buy) (5) 11/06/2027 Class A Common Stock, par value $0.001 2,512 40.48 D
Stock Options (right to buy) (5) 04/26/2027 Class A Common Stock, par value $0.001 2,830 21 D
Stock Options (right to buy) (5) 09/30/2026 Class A Common Stock, par value $0.001 1,159 9.99 D
Stock Options (right to buy) (5) 07/13/2026 Class A Common Stock, par value $0.001 3,110 7.59 D
Stock Options (right to buy) (5) 05/20/2024 Class A Common Stock, par value $0.001 2,575 5.26 D
Explanation of Responses:
1. Includes 3,250 Restricted Stock Units ("RSUs") that each represent a contingent right to receive one share of Floor & Decor Holdings, Inc. Class A Common Stock. Such RSUs will vest as follows: (i) 460 will vest ratably on February 24 in each of 2023 and 2024, (ii) 1,347 will vest ratably on February 28 in each of 2023, 2024 and 2025, (iii) 841 will vest ratably on March 1 in each of 2023, 2024 and 2025 and (iv) 602 will vest on November 2, 2023.
2. The option vested or will vest in four equal annual installments on March 1 of each of 2022, 2023, 2024 and 2025.
3. The option vested or will vest in four equal annual installments on February 24 of each of 2021, 2022, 2023 and 2024.
4. The option vested or will vest in four equal annual installments on May 6 of each of 2020, 2021, 2022 and 2023.
5. The reported option is fully vested and exercisable.
/s/ Monica Shilling, by Power of Attorney 11/29/2022
** 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 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).

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.