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*
TAYLOR THOMAS V

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020
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 09/18/2020 M 25,000 A $4.85 261,668(1) D
Class A common stock, par value $0.001 09/18/2020 S(2) 25,000 D $74.85 236,668(1) D
Class A common stock, par value $0.001 50,907 I By the Taylor Grantor Retained Annuity Trust, of which Mr. Taylor is the trustee.
Class A common stock, par value $0.001 965 I By son
Class A common stock, par value $0.001 965 I By son
Class A common stock, par value $0.001 965 I By daughter
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) $4.85 09/18/2020 M 25,000 12/03/2016 12/13/2022 Class A common stock, par value $0.001 25,000 $0 429,871 D
Explanation of Responses:
1. The number of shares listed in column five reflects a correction of an inadvertent administrative error that omitted 100,000 shares of the Issuer's Class A common stock, par value $0.001 ("Common Stock") directly held by the Reporting Person from column five of the Form 4 filed by the Reporting Person on August 14, 2020 (the "August 14 Form 4"). Column 5 of the August 14 Form 4 reported direct beneficial ownership of 236,668 and 136,668 shares of Common Stock, respectively, but should have reported direct beneficial ownership of 336,668 and 236,668 shares of Common Stock, respectively.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Taylor on August 18, 2020.
/s/ Monica Shilling, by power of attorney 09/22/2020
** 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.
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.