Sec Form 3 Filing - LANGLEY BRYAN @ Floor & Decor Holdings, Inc. - 2022-11-29

FORM 3 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 LANGLEY BRYAN 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 & Chief Financial Officer (Last) (First) (Middle) C/O FLOOR & DECOR HOLDINGS, INC., 2500 WINDY RIDGE PARKWAY SE 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2022 (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 5,292( 1 ) 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 Options (right to buy) $ 95.68 ( 2 ) 03/01/2031 Class A Common Stock, par value $0.001 857 D Stock Options (right to buy) $ 57.7 ( 3 ) 02/24/2030 Class A Common Stock, par value $0.001 2,420 D Stock Options (right to buy) $ 44.05 ( 4 ) 05/06/2029 Class A Common Stock, par value $0.001 4,592 D Stock Options (right to buy) $ 31.98 ( 5 ) 11/02/2028 Class A Common Stock, par value $0.001 4,101 D Stock Options (right to buy) $ 40.48 ( 5 ) 11/06/2027 Class A Common Stock, par value $0.001 2,512 D Stock Options (right to buy) $ 21 ( 5 ) 04/26/2027 Class A Common Stock, par value $0.001 2,830 D Stock Options (right to buy) $ 9.99 ( 5 ) 09/30/2026 Class A Common Stock, par value $0.001 1,159 D Stock Options (right to buy) $ 7.59 ( 5 ) 07/13/2026 Class A Common Stock, par value $0.001 3,110 D Stock Options (right to buy) $ 5.26 ( 5 ) 05/20/2024 Class A Common Stock, par value $0.001 2,575 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LANGLEY BRYAN C/O FLOOR & DECOR HOLDINGS, INC. 2500 WINDY RIDGE PARKWAY SE ATLANTA, GA30339 EVP & Chief Financial Officer Signatures /s/ Monica Shilling, by Power of Attorney 11/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 3,250 Restricted Stock Units ("RSUs") that each represent a contingent right to receive one share of Floor & Decor Holdings, Inc. Class A Common Stock. Such RSUs will vest as follows: (i) 460 will vest ratably on February 24 in each of 2023 and 2024, (ii) 1,347 will vest ratably on February 28 in each of 2023, 2024 and 2025, (iii) 841 will vest ratably on March 1 in each of 2023, 2024 and 2025 and (iv) 602 will vest on November 2, 2023. ( 2 )The option vested or will vest in four equal annual installments on March 1 of each of 2022, 2023, 2024 and 2025. ( 3 )The option vested or will vest in four equal annual installments on February 24 of each of 2021, 2022, 2023 and 2024. ( 4 )The option vested or will vest in four equal annual installments on May 6 of each of 2020, 2021, 2022 and 2023. ( 5 )The reported option is fully vested and exercisable.

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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