Sec Form 4 Filing - Robbins Brian K @ Floor & Decor Holdings, Inc. - 2019-06-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Robbins Brian K 2. Issuer Name and Ticker or Trading Symbol Floor & Decor Holdings, Inc. [ FND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - Supply Chain (Last) (First) (Middle) C/O FLOOR & DECOR HOLDINGS, INC., 2233 LAKE PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2019 (Street) SMYRNA, GA30080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/24/2019 M 4,827 A $ 6.9 8,387 D Class A common stock, par value $0.001 06/24/2019 M 14,481 A $ 3.79 22,868 D Class A common stock, par value $0.001 06/24/2019 M 16,840 A $ 5.26 39,708 D Class A common stock, par value $0.001 06/24/2019 M 10,813 A $ 9.99 50,521 D Class A common stock, par value $0.001 06/24/2019 M 1,357 A $ 21 51,878 D Class A common stock, par value $0.001 06/24/2019 M 6,783 A $ 21 58,661 D Class A common stock, par value $0.001 06/24/2019 S( 1 ) 54,040 D $ 40.95 ( 2 ) 4,621 D Class A common stock, par value $0.001 06/24/2019 S( 1 ) 1,061 D $ 41.51 ( 3 ) 3,560 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 6.9 06/24/2019 M 4,827 09/13/2018 09/13/2023 Class A common stock, par value $0.001 4,827 $ 0 0 D Stock Option (right to buy) $ 3.79 06/24/2019 M 14,481 09/13/2018 09/13/2023 Class A common stock, par value $0.001 14,481 $ 0 0 D Stock Option (right to buy) $ 5.26 06/24/2019 M 16,840 05/20/2019 05/20/2024 Class A common stock, par value $0.001 16,840 $ 0 0 D Stock Option (right to buy) $ 9.99 06/24/2019 M 10,813 ( 4 ) 09/30/2026 Class A common stock, par value $0.001 10,813 $ 0 32,439 D Stock Option (right to buy) $ 21 06/24/2019 M 1,357 ( 5 ) 04/26/2027 Class A common stock, par value $0.001 1,357 $ 0 4,070 D Stock Option (right to buy) $ 21 06/24/2019 M 6,783 ( 5 ) 04/26/2027 Class A common stock, par value $0.001 6,783 $ 0 20,351 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robbins Brian K C/O FLOOR & DECOR HOLDINGS, INC. 2233 LAKE PARK DRIVE SMYRNA, GA30080 EVP - Supply Chain Signatures /s/ Monica Shilling, by power of attorney 06/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Robbins on May 23, 2019. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.46 to $41.45, inclusive. The reporting person undertakes to provide to Floor & Decor Holdings, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.50 to $41.54, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )The option vests in five equal annual installments. The first two installments vested on September 30 of each of 2017 and 2018. The remaining installments will vest and become exercisable on September 30 of each of 2019, 2020 and 2021. ( 5 )The option vests in five equal annual installments. The first two installments vested on April 26 of each of 2018 and 2019. The remaining installments will vest and become exercisable on April 26 of each of 2020, 2021 and 2022.

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).

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