Statement of Changes in Beneficial Ownership (4)

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 * 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/YYYY) 7/21/2021
(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	7/21/2021		M		714	A	$21	3154	D
Class A common stock, par value $0.001	7/21/2021		M		3571	A	$21	6725	D
Class A common stock, par value $0.001	7/21/2021		M		899	A	$57.7	7624	D
Class A common stock, par value $0.001	7/21/2021		S(1)		5184	D	$110	2440	D

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$21	7/21/2021		M			714	(2)	4/26/2027	Class A Common Stock, par value $0.001	714	$0	715	D
Stock Option (right to buy)	$21	7/21/2021		M			3571	(2)	4/26/2027	Class A Common Stock, par value $0.001	3571	$0	3572	D
Stock Option (right to buy)	$57.7	7/21/2021		M			899	(3)	2/24/2030	Class A Common Stock, par value $0.001	899	$0	2697	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. Denny on May 27, 2021.
(2)	The option vests in five equal annual installments. The first four installments vested on April 26 of each of 2018, 2019, 2020 and 2021. The remaining installment will vest and become exercisable on April 26, 2022.
(3)	The option vests in four equal annual installments. The first installment vested on February 24, 2021. The remaining installments will vest and become exercisable on February 24 of each of 2022, 2023 and 2024.

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, GA 30339			EVP, STORE OPERATIONS

Signatures
/s/ Monica Shilling, by power of attorney		7/23/2021
**Signature of Reporting Person		Date