Sec Form 4 Filing - ARES CORPORATE OPPORTUNITIES FUND III LP @ Floor & Decor Holdings, Inc. - 2020-05-22

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 ARES CORPORATE OPPORTUNITIES FUND III LP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2020 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/22/2020 S 3,500,000 D $ 44.55 5,431,478 ( 1 ) ( 2 ) ( 3 ) D ( 1 ) ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARES CORPORATE OPPORTUNITIES FUND III LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X ACOF Operating Manager III LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Management Corp 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Voting LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Signatures Ares Corporate Opportunities Fund III, L.P. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date ACOF Operating Manager III, LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Management LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Management Holdings L.P. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Holdco LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Holdings Inc. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Management Corp /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Management GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Voting LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date Ares Partners Holdco LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 05/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class A common stock are held directly by Ares Corporate Opportunities Fund III, L.P. ("ACOF III"). The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating Manager III"), and the sole member of ACOF Operating Manager III is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of Class B common stock, $0.01 par value per share, of Ares Management and Ares Voting LLC ("Ares Voting") is the sole holder of Class C common stock, $0.01 par value per share, of Ares Management. (continued in footnote 2) ( 2 )Pursuant to Ares Management's Certificate of Incorporation, the holders of Ares Management's Class B common stock and Class C common stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners" and, together with ACOF III, ACOF Operating Manager III, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions of the Board Members. (continued in footnote 3) ( 3 )Each of the Ares Entities (other than ACOF III with respect to the shares held directly by it), the Board Members and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the shares of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

Remarks: ACOF III has the right to nominate one director for election to the board of directors of the Issuer pursuant to an investor rights agreement, dated May 2, 2017, so long as ACOF III and its affiliates hold in excess of 5% of the Issuer's outstanding common stock. ACOF III has nominated a director to the Issuer's board of directors. Accordingly, ACOF III and its affiliates listed hereon may be deemed to be a director by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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