UNITED
STATES | OMB
APPROVAL | ||||||||
SECURITIES
AND EXCHANGE COMMISSION | OMB
Number: | 3235-0101 | |||||||
Washington,
D.C. 20549 | Expires: | June 30, 2020 | |||||||
Estimated
average burden | |||||||||
FORM
144 | hours per response | 1.00 | |||||||
NOTICE
OF PROPOSED SALE OF SECURITIES | SEC
USE ONLY | ||||||||
PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | DOCUMENT
SEQUENCE NO. | ||||||||
CUSIP
NUMBER | |||||||||
ATTENTION:
Transmit
for filing 3 copies of this form concurrently with either placing an order with
a broker to execute sale or
executing a sale directly with a market maker. | |||||||||
1
(a) NAME OF ISSUER (Please type or
print) | (b)
IRS IDENT. NO. | (c)
S.E.C. FILE NO | WORK
LOCATION | ||||||
| Floor & Decor Holdings, Inc. | 27-3730271 | 001-38070 | |||||||
1
(d) ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP
CODE | (e)
TELEPHONE NO | ||||
| 2233 Lake Park Drive | Smyrna | GA | 30080 |
404-471-1634 | |||||
| 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) RELATIONSHIP TO ISSUER | (c) ADDRESS STREET | CITY | STATE | ZIP
CODE | ||||
| FS Capital Partners VI, LLC | 10% Stockholder | 11100 Santa Monica Boulevard Suite 1900 | Los Angeles
| CA | 90025 | ||||
3
(a) | (b) | SEC
USE ONLY | (c) | (d) | (e) | (f) | (g) |
Title
of the | Number
of Shares | Aggregate | Number
of Shares | Approximate | Name
of Each | ||
Class
of | Name
and Address of Each Broker Through Whom the | Broker-Dealer | or
Other Units | Market | or
Other Units | Date
of Sale | Securities |
Securities
To Be Sold | Securities
are to be Offered or Each Market Maker | File
Number | To
Be Sold | Value | Outstanding | (See
instr. 3(f)) | Exchange |
who
is Acquiring the Securities | (See
instr. 3(c)) | (See
instr. 3(d)) | (See
instr. 3(e)) | (MO.
DAY YR.) | (See
instr. 3(g)) | ||
Class A common stock | Morgan Stanley
1585 Broadway, 4th Floor New York, NY 10036 |
3,500,000 |
$150,500,000 |
99,613,063
(1)
|
8/7/2019 |
NYSE |
INSTRUCTIONS: | ||||||
1. | (a) | Name
of issuer | 3. | (a) | Title
of the class of securities to be sold | |
(b) | Issuer’s
I.R.S. Identification Number | (b) | Name
and address of each broker through whom the securities are intended to be sold | |||
(c) | Issuer’s
S.E.C. file number, if any | (c) | Number
of shares or other units to be sold (if debt securities, give the aggregate
face amount) | |||
(d) | Issuer’s
address, including zip code | (d) | Aggregate
market value of the securities to be sold as of a specified date within 10 days
prior to filing of this notice | |||
(e) | Issuer’s
telephone number, including area code | (e) | Number
of shares or other units of the class outstanding, or if debt securities the
face amount thereof outstanding, as shown by the most recent report or
statement published by the issuer | |||
(f) | Approximate
date on which the securities are to be sold | |||||
2. | (a) | Name
of person for whose account the securities are to be sold | (g) | Name
of each securities exchange, if any, on which the securities are intended to be
sold | ||
(b) | Such
person’s relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing) | |||||
(c) | Such
person’s address, including zip code | |||||
Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number. | SEC
1147 (08-07) |
Title
of the
Class | Date
you Acquired | Nature
of Acquisition Transaction | Name
of Person from Whom Acquired (If
gift, also give date donor acquired) | Amount
of Securities
Acquired | Date
of Payment | Nature
of Payment |
Class A common stock | 11/24/2010 | Pre-IPO Investment | Floor & Decor Holdings, Inc. | 11/24/2010 | Pre-IPO Investment |
INSTRUCTIONS: | If
the securities were purchased and full payment therefor was not made in cash at
the time of purchase, explain in the table or in a note thereto the nature of
the consideration given. If the consideration consisted of any note or other
obligation, or if payment was made in installments describe the arrangement and
state when the note or other obligation was discharged in full or the last
installment paid. |
Name
and Address of Seller | Title
of Securities Sold | Date
of Sale | Amount
of Securities
Sold | Gross
Proceeds |
None other than this sale
|
FS Capital Partners VI, LLC, is the general partner of each of Equity and Affiliates, the sellers of 3,357,381 and 142,619 shares, respectively, and has the sole power to vote and dispose of the shares owned thereby.
INSTRUCTIONS: | ATTENTION: | |
See
the definition of “person” in paragraph (a) of Rule 144.
Information is to be given not only as to the person for whose account the
securities are to be sold but also as to all other persons included in that
definition. In addition, information shall be given as to sales by all persons
whose sales are required by paragraph (e) of Rule 144 to be aggregated with
sales for the account of the person filing this notice. | The
person for whose account the securities to which this notice relates are to be
sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been
publicly disclosed. If such person has adopted a written trading plan or given
trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing
the form and indicating the date that the plan was adopted or the instruction
given, that person makes such representation as of the plan adoption or
instruction date. |
August
07,
2019 | /s/ Brad Brutocao | ||||
DATE
OF NOTICE | (SIGNATURE) | ||||
DATE
OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 | The
notice shall be signed by the person for whose account the securities are to be
sold. At least one copy
of the notice shall be manually signed. Any copies not manually signed shall
bear typed or printed signatures. | ||||
ATTENTION: Intentional
misstatements or omission of facts constitute Federal Criminal Violations (See
18 U.S.C. 1001) |