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

* Consists of (1)19,037,764 shares of Class A common stock in the aggregate held by FS Affiliates VI, L.P. (FS Affiliates VI) and FS Equity Partners VI, L.P. (FS Equity VI and, collectively with FS Affiliates VI and their respective affiliates, Freeman Spogli), (2) 52,192,278 shares of Class A common stock held by Ares Corporate Opportunities Fund III, L.P. (ACOF),  and (3) 3,630,469 shares of the Issuers Class C common stock in the aggregate held by FS Equity VI and FS Affiliates VI, which are currently convertible at the election of Freeman Spogli into shares of the Issuers Class A common stock pursuant to the Issuers restated certificate of incorporation (the Charter).  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) 19,037,764 shares of Class A common stock in the aggregate held by FS Equity VI and FS Affiliates VI and (2) 3,630,469 shares of the Issuers Class C common stock in the aggregate held by FS Equity VI and FS Affiliates VI, which are currently convertible at the election of Freeman Spogli into shares of the Issuers Class A common stock pursuant to the Issuers Charter.

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