0001104659-17-047392.txt : 20170727
0001104659-17-047392.hdr.sgml : 20170727
20170727160208
ACCESSION NUMBER: 0001104659-17-047392
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170727
FILED AS OF DATE: 20170727
DATE AS OF CHANGE: 20170727
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FS Capital Partners VI, LLC
CENTRAL INDEX KEY: 0001623580
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38070
FILM NUMBER: 17986230
BUSINESS ADDRESS:
STREET 1: 11100 SANTA MONICA BLVD., SUITE 1900
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: (310) 444-1822
MAIL ADDRESS:
STREET 1: 11100 SANTA MONICA BLVD., SUITE 1900
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FS Equity Partners VI, L.P.
CENTRAL INDEX KEY: 0001455978
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38070
FILM NUMBER: 17986231
BUSINESS ADDRESS:
STREET 1: 11100 SANTA MONICA BOULEVARD
STREET 2: SUITE 1900
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-444-1822
MAIL ADDRESS:
STREET 1: 11100 SANTA MONICA BOULEVARD
STREET 2: SUITE 1900
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Floor & Decor Holdings, Inc.
CENTRAL INDEX KEY: 0001507079
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211]
IRS NUMBER: 273730271
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 2233 LAKE PARK DRIVE
CITY: SMYRNA
STATE: GA
ZIP: 30080
BUSINESS PHONE: 404-471-1634
MAIL ADDRESS:
STREET 1: 2233 LAKE PARK DRIVE
CITY: SMYRNA
STATE: GA
ZIP: 30080
FORMER COMPANY:
FORMER CONFORMED NAME: FDO Holdings, Inc.
DATE OF NAME CHANGE: 20101206
4
1
a4.xml
4
X0306
4
2017-07-27
0
0001507079
Floor & Decor Holdings, Inc.
FND
0001455978
FS Equity Partners VI, L.P.
C/O FREEMAN SPOGLI & CO.
11100 SANTA MONICA BLVD., SUITE 1900
LOS ANGELES
CA
90025
0
0
1
0
0001623580
FS Capital Partners VI, LLC
C/O FREEMAN SPOGLI & CO.
11100 SANTA MONICA BLVD., SUITE 1900
LOS ANGELES
CA
90025
0
0
1
0
Class A common stock
2017-07-26
4
C
0
2990691
A
22028455
I
By FS Equity Partners VI, L.P. and FS Affiliates VI, L.P.
Class C common stock
2017-07-25
4
S
0
3284798
38.50
D
Class A common stock
3284798
2990691
I
By FS Equity Partners VI, L.P. and FS Affiliates VI, L.P.
Class C common stock
2017-07-26
4
C
0
2990691
D
Class A common stock
2990691
0
I
By FS Equity Partners VI, L.P. and FS Affiliates VI, L.P.
2,868,826 shares of Class C common stock beneficially owned by FS Equity and 121,865 shares of Class C common stock beneficially owned by FS Affiliates were converted into the same number of shares of Class A common stock.
Shares of the Issuer's Class C common stock are automatically converted into shares of the Issuer's Class A common stock on a one for one basis if the holder of such Class C common stock is not FS Equity Partners VI, L.P. ("FS Equity") or FS Affiliates VI, L.P. ("FS Affiliates" and, together with FS Equity, the "FS Funds") or their Affiliated Persons (as defined in the 1940 Act). In addition, FS Funds or any of their Affiliated Persons (as defined in the 1940 Act) may convert their shares of the Issuer's Class C common stock into shares of the Issuer's Class A Common Stock, in whole or in part, at any time and from time to time at their option, on a one for one basis so long as at such time either Ares Partners Holdco LLC and its affiliates or FS Funds and their Affiliated Persons (as defined in the 1940 Act) do not own more than 24.9% of the Issuer's Class A common stock after giving effect to any such conversion. (continued in footnote 3)
In addition, shares of the Issuer's Class A common stock held by FS Funds or their Affiliated Persons (as defined in the 1940 Act) are convertible into shares of the Issuer's Class C common stock, in whole or in part, at any time and from time to time at the election of FS Funds or their Affiliated Persons (as defined in the 1940 Act), on a one for one basis. Holders of the Issuer's Class C common stock are not entitled to vote, except as required under Delaware law.
FS Capital Partners VI, LLC, ("FS Capital") is the general partner of FS Equity and FS Affiliates, and has the sole power to vote and dispose of the shares of the Issuer's common stock owned by the FS Funds. Each of Messrs. Brad J. Brutocao, Bradford M. Freeman, Benjamin D. Geiger, Todd W. Halloran, Jon D. Ralph, John M. Roth, J. Frederick Simmons, Ronald P. Spogli and William M. Wardlaw is a managing member of FS Capital, and each of Messrs. Brutocao, Freeman, Geiger, Halloran, John S. Hwang, Christian B. Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw is a member of Freeman Spogli & Co. ("Freeman Spogli"), and as such may be deemed to be the beneficial owners of the shares of the Issuer's Class A common stock owned by the FS Funds. (continued in footnote 5)
Messrs. Brutocao, Freeman, Geiger, Halloran, Hwang, Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw each disclaims beneficial ownership in the shares of the Issuer's Class A common stock except to the extent of his pecuniary interest in them.
Following the conversion of 2,868,826 shares of Class C common stock beneficially owned by FS Equity and 121,865 shares of Class C common stock beneficially owned by FS Affiliates into the same number of shares of Class A common stock, FS Equity and FS Affiliates are the record holders of 21,130,834 and 897,621 shares of the Issuer's Class A common stock, respectively.
/s/ Monica Shilling, by power of attorney
2017-07-27