0001140361-19-000725.txt : 20190110
0001140361-19-000725.hdr.sgml : 20190110
20190110152806
ACCESSION NUMBER: 0001140361-19-000725
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20190110
DATE AS OF CHANGE: 20190110
SUBJECT COMPANY:
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
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89979
FILM NUMBER: 19520188
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SANDS CAPITAL MANAGEMENT, LLC
CENTRAL INDEX KEY: 0001020066
IRS NUMBER: 202830751
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: SANDS CAPITAL MANAGEMENT, LLC
STREET 2: 1000 WILSON BLVD, SUITE 3000
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 703-562-4000
MAIL ADDRESS:
STREET 1: SANDS CAPITAL MANAGEMENT, LLC
STREET 2: 1000 WILSON BLVD, SUITE 3000
CITY: ARLINGTON
STATE: VA
ZIP: 22209
FORMER COMPANY:
FORMER CONFORMED NAME: SANDS CAPITAL MANAGEMENT, LP
DATE OF NAME CHANGE: 20051024
FORMER COMPANY:
FORMER CONFORMED NAME: SANDS CAPITAL MANAGEMENT
DATE OF NAME CHANGE: 20050804
FORMER COMPANY:
FORMER CONFORMED NAME: SANDS CAPITAL MANAGEMENT INC
DATE OF NAME CHANGE: 19990317
SC 13G
1
fnd0119.txt
SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO Section 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No.___)
FLOOR & DECOR HOLDINGS INC
----------------------------------------------
(Name of Issuer)
CLASS A
-----------------------------------------------
(Title of Class of Securities)
339750101
---------------------
(CUSIP Number)
DECEMBER 31, 2018
---------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 5 Pages
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CUSIP No.: 339750101 13G Page 2 of 5 Pages
.................................................................................
1. Names of Reporting Persons
Sands Capital Management, LLC
.................................................................................
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
NOT APPLICABLE
.................................................................................
3. SEC Use Only
.................................................................................
4. Citizenship or Place of Organization
Delaware, United States
.................................................................................
Number of 5. Sole Voting Power: 6,175,192
Shares
Beneficially ................................................................
Owned by Each
Reporting 6. Shared Voting Power: -0-
Person With ................................................................
7. Sole Dispositive Power: 8,904,254
................................................................
8. Shared Dispositive Power: -0-
.................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,904,254
.................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
NOT APPLICABLE
.................................................................................
11. Percent of Class Represented by Amount in Row (9)
9.2% (1)
.................................................................................
12. Type of Reporting Person:
IA
______________________________
(1) Based on 97,328,165 shares of Class A common stock outstanding as reported
in the Issuer's Form 10-Q as of October 30, 2018.
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CUSIP No.: 339750101 13G Page 3 of 5 Pages
Item 1(a) Name of Issuer:
FLOOR & DECOR HOLDINGS INC
Item 1(b) Address of Issuer's Principal Executive Offices:
2233 LAKE PARK DRIVE, SMYRNA, GEORGIA 30080
Item 2(a) Name of Person Filing:
SANDS CAPITAL MANAGEMENT, LLC
Item 2(b) Address of Principal Business Office, or if None, Residence:
1000 WILSON BLVD., SUITE 3000, ARLINGTON, VA 22209
Item 2(c) Citizenship:
DELAWARE, UNITED STATES
Item 2(d) Title of Class of Securities:
CLASS A
Item 2(e) CUSIP Number: 339750101
Item 3 If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8);
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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CUSIP No.: 339750101 13G Page 4 of 5 Pages
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 8,904,254
(b) Percent of class: 9.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 6,175,192
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 8,904,254
(iv) Shared power to dispose or to direct the disposition of: None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Securities reported on this Schedule 13G are beneficially owned by
clients of Sands Capital Management, LLC. Sands Capital Management,
LLC's clients include individuals (high net worth and other than
high net worth), banking or thrift institutions, investment companies
and pooled investment vehicles, pension and profit sharing plans,
charitable organizations, state and municipal government entities,
sovereign wealth funds and foreign official institutions, corporations,
non-US pension funds and superannuation funds.
The advisory clients of Sands Capital Management, LLC do not
individually own more than 5% of the outstanding shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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CUSIP No.: 339750101 13G Page 5 of 5 Pages
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Sands Capital Management, LLC
Date: January 10, 2019
By: /s/ Lisa M. Grozio
----------------------
Name: Lisa M. Grozio
Title: Chief Compliance Officer