13D Filing: FS Capital Partners VI, LLC and Floor & Decor Holdings Inc (FND)

* Consists of (1) 18,262,008 shares of Class A common stock held by FS Equity Partners VI, L.P. (FS Equity VI), (2) 775,756 shares of Class A common stock held by FS Affiliates VI, L.P. (FS Affiliates VI and, collectively with FS Equity VI and their respective affiliates, Freeman Spogli), (3) 52,192,278 shares of Class A common stock held by Ares Corporate Opportunities Fund III, L.P. (ACOF), and (4) 3,630,469 shares of the Issuers Class C common stock held by FS Equity VI, which are currently convertible at the election of FS Equity VI into shares of the Issuers Class A common stock pursuant to the Issuers restated certificate of incorporation (the Charter) assuming that FS Equity VI converts the maximum number of shares of the Issuers Class C common stock allowed pursuant to the charter and FS Affiliates VI does not convert any of its shares of the Issuers Class C common stock.  Freeman Spogli may convert shares of Class C common stock into shares of the Issuers Class A common stock, in whole or in part, at any time and from time to time at its option, on a one for one basis so long as at such time either ACOF and its affiliates or Freeman Spogli do not own more than 24.9% of the Common Stock after giving effect to any such conversion (See Item 5). The Reporting Person hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by ACOF.

** Consists of (1) 18,262,008 shares of Class A common stock held by FS Equity Partners VI, L.P. and (2) 3,630,469 shares of the Issuers Class C common stock held by FS Equity Partners VI, L.P., which are currently convertible at the election of FS Equity Partners VI, L.P. into shares of the Issuers Class A common stock pursuant to the Issuers Charter.

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