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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TAYLOR THOMAS V
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)          (First)          (Middle)

C/O FLOOR & DECOR HOLDINGS, INC., 2500 WINDY RIDGE PARKWAY, SE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2021
(Street)

ATLANTA, GA 30339
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/6/2021  M  50000 A$4.85 294736 D 
 
Class A common stock, par value $0.001 4/6/2021  S(1)  7719 D$99.64 (2)287017 D 
 
Class A common stock, par value $0.001 4/6/2021  S(1)  20853 D$100.33 (3)266164 D 
 
Class A common stock, par value $0.001 4/6/2021  S(1)  11154 D$101.66 (4)255010 D 
 
Class A common stock, par value $0.001 4/6/2021  S(1)  10274 D$102.24 (5)244736 D 
 
Class A common stock, par value $0.001         50907 I By the Taylor Grantor Retained Annuity Trust, of which Mr. Taylor is the trustee. 
Class A common stock, par value $0.001         965 I By son 
Class A common stock, par value $0.001         965 I By son 
Class A common stock, par value $0.001         965 I By daughter 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $4.85 4/6/2021  M     50000  12/3/2016 12/13/2022 Class A common stock, par value $0.001 50000 $0 200000 D 
 

Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Taylor on March 5, 2021.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.00 to $99.98, 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.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.92, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.96, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.76, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TAYLOR THOMAS V
C/O FLOOR & DECOR HOLDINGS, INC.
2500 WINDY RIDGE PARKWAY, SE
ATLANTA, GA 30339
X
CHIEF EXECUTIVE OFFICER

Signatures
/s/ Monica Shilling, by power of attorney4/7/2021
**Signature of Reporting PersonDate

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