SEC Form 4 · accession 0001104659-17-047392
Floor & Decor Holdings, Inc. · FND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 27, 2017
Accepted (ET)
Jul 27, 2017 · 4:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507079
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1,F4,F5,F6 | Jul 26, 2017 | C | 2,990,691 | — | A | 22,028,455 | I | By FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C common stockF4,F5,F2,F3 | — | Jul 25, 2017 | S | 3,284,798 | D | — | — | Class A common stock | 3,284,798 | 2,990,691 | I |
| Class C common stockF1,F4,F5,F2,F3 | — | Jul 26, 2017 | C | 2,990,691 | D | — | — | Class A common stock | 2,990,691 | 0 | I |
Explanation of responses
- F12,868,826 shares of Class C common stock beneficially owned by FS Equity and 121,865 shares of Class C common stock beneficially owned by FS Affiliates were converted into the same number of shares of Class A common stock.
- F2Shares of the Issuer's Class C common stock are automatically converted into shares of the Issuer's Class A common stock on a one for one basis if the holder of such Class C common stock is not FS Equity Partners VI, L.P. ("FS Equity") or FS Affiliates VI, L.P. ("FS Affiliates" and, together with FS Equity, the "FS Funds") or their Affiliated Persons (as defined in the 1940 Act). In addition, FS Funds or any of their Affiliated Persons (as defined in the 1940 Act) may convert their shares of the Issuer's Class C common stock into shares of the Issuer's Class A Common Stock, in whole or in part, at any time and from time to time at their option, on a one for one basis so long as at such time either Ares Partners Holdco LLC and its affiliates or FS Funds and their Affiliated Persons (as defined in the 1940 Act) do not own more than 24.9% of the Issuer's Class A common stock after giving effect to any such conversion. (continued in footnote 3)
- F3In addition, shares of the Issuer's Class A common stock held by FS Funds or their Affiliated Persons (as defined in the 1940 Act) are convertible into shares of the Issuer's Class C common stock, in whole or in part, at any time and from time to time at the election of FS Funds or their Affiliated Persons (as defined in the 1940 Act), on a one for one basis. Holders of the Issuer's Class C common stock are not entitled to vote, except as required under Delaware law.
- F4FS Capital Partners VI, LLC, ("FS Capital") is the general partner of FS Equity and FS Affiliates, and has the sole power to vote and dispose of the shares of the Issuer's common stock owned by the FS Funds. Each of Messrs. Brad J. Brutocao, Bradford M. Freeman, Benjamin D. Geiger, Todd W. Halloran, Jon D. Ralph, John M. Roth, J. Frederick Simmons, Ronald P. Spogli and William M. Wardlaw is a managing member of FS Capital, and each of Messrs. Brutocao, Freeman, Geiger, Halloran, John S. Hwang, Christian B. Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw is a member of Freeman Spogli & Co. ("Freeman Spogli"), and as such may be deemed to be the beneficial owners of the shares of the Issuer's Class A common stock owned by the FS Funds. (continued in footnote 5)
- F5Messrs. Brutocao, Freeman, Geiger, Halloran, Hwang, Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw each disclaims beneficial ownership in the shares of the Issuer's Class A common stock except to the extent of his pecuniary interest in them.
- F6Following the conversion of 2,868,826 shares of Class C common stock beneficially owned by FS Equity and 121,865 shares of Class C common stock beneficially owned by FS Affiliates into the same number of shares of Class A common stock, FS Equity and FS Affiliates are the record holders of 21,130,834 and 897,621 shares of the Issuer's Class A common stock, respectively.