0001104659-17-026410.txt : 20170426 0001104659-17-026410.hdr.sgml : 20170426 20170426170131 ACCESSION NUMBER: 0001104659-17-026410 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170426 FILED AS OF DATE: 20170426 DATE AS OF CHANGE: 20170426 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Floor & Decor Holdings, Inc. CENTRAL INDEX KEY: 0001507079 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 273730271 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 2233 LAKE PARK DRIVE CITY: SMYRNA STATE: GA ZIP: 30080 BUSINESS PHONE: 404-471-1634 MAIL ADDRESS: STREET 1: 2233 LAKE PARK DRIVE CITY: SMYRNA STATE: GA ZIP: 30080 FORMER COMPANY: FORMER CONFORMED NAME: FDO Holdings, Inc. DATE OF NAME CHANGE: 20101206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FS Equity Partners VI, L.P. CENTRAL INDEX KEY: 0001455978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38070 FILM NUMBER: 17785160 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-444-1822 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FS Capital Partners VI, LLC CENTRAL INDEX KEY: 0001623580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38070 FILM NUMBER: 17785161 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD., SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 444-1822 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD., SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90025 3 1 a3.xml 3 X0206 3 2017-04-26 0 0001507079 Floor & Decor Holdings, Inc. FND 0001623580 FS Capital Partners VI, LLC C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BLVD., SUITE 1900 LOS ANGELES CA 90025 0 0 1 0 0001455978 FS Equity Partners VI, L.P. C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BLVD., SUITE 1900 LOS ANGELES CA 90025 0 0 1 0 Class A common stock 19037764 I By FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. Class C common stock Class A common stock 6275489 I By FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. FS Capital Partners VI, LLC, ("FS Capital") is the general partner of FS Equity Partners VI, L.P. ("FS Equity") and FS Affiliates VI, L.P. ("FS Affiliates" and, together with FS Equity, the ''FS Funds''), the record holders of 18,262,008 and 775,756 shares of the Issuer's Class A common stock, respectively, 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 2) Messrs. 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. Shares 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 Funds or their Affiliated Persons (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")). In addition, FS Funds or any of their Affiliated Persons (as defined in the 1940 Act) may convert their shares of 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 4) In 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. FS Capital, is the general partner of FS Equity and FS Affiliates, the record holders of 6,019,774 and 255,715 shares of the Issuer's Class C common stock, respectively, 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, and as such may be deemed to be the beneficial owners of the shares of the Issuer's Class C common stock owned by the FS Funds. (continued in footnote 6) Messrs. Brutocao, Freeman, Geiger, Halloran, Hwang, Johnson, Ralph, Roth, Simmons, Spogli and Wardlaw each disclaims beneficial ownership in the shares of Class C common stock except to the extent of his pecuniary interest in them. /s/ Brad J. Brutocao 2017-04-26