Sec Form 4 Filing - DENNY STEVEN ALAN @ Floor & Decor Holdings, Inc. - 2022-08-08

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 DENNY STEVEN ALAN 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, STORE OPERATIONS (Last) (First) (Middle) C/O FLOOR & DECOR HOLDINGS, INC., 2500 WINDY RIDGE PARKWAY, SE 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2022 (Street) ATLANTA, GA30339 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 08/08/2022 M 715 A $ 21 6,034 D Class A common stock, par value$0.001 08/08/2022 M 3,572 A $ 21 9,606 D Class A common stock, par value$0.001 08/08/2022 M 899 A $ 57.7 10,505 D Class A common stock, par value$0.001 08/08/2022 S 5,186 D $ 95.0959( 1 ) 5,319 D Class A common stock, par value$0.001 08/08/2022 S 842 D $ 95.125 4,477 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) $ 21 08/08/2022 M 715 ( 2 ) 04/26/2027 Class A common stock, par value $0.001 715 $ 0 0 D Stock Option (right to buy) $ 21 08/08/2022 M 3,572 ( 2 ) 04/26/2027 Class A common stock, par value $0.001 3,572 $ 0 0 D Stock Option (right to buy) $ 57.7 08/08/2022 M 899 ( 3 ) 02/24/2030 Class A common stock, par value $0.001 899 $ 0 1,798 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DENNY STEVEN ALAN C/O FLOOR & DECOR HOLDINGS, INC. 2500 WINDY RIDGE PARKWAY, SE ATLANTA, GA30339 EVP, STORE OPERATIONS Signatures /s/ Monica Shilling, by Power of Attorney 08/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.0011 to $95.1400, 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. ( 2 )The option vests in five equal annual installments. The installments vested on April 26 of each of 2018, 2019, 2020, 2021 and 2022. ( 3 )The option vests in four equal annual installments. The first two installments vested on February 24 of each of 2021 and 2022. The remaining installments will vest and become exercisable on February 24 of each of 2023 and 2024.

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).

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