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

 

form joint ventures with the Issuer or its subsidiaries, pledge their interest in securities of the Issuer or its subsidiaries as a means of obtaining liquidity or as credit support for loans for any purpose, or formulate other purposes, plans or proposals regarding the Issuer, its subsidiaries or any of their respective securities or assets, in light of the Reporting Persons investment mandates and the general investment and trading policies of the Reporting Persons, the Issuers business and prospects, financial condition and operating results, general market and industry conditions or other factors.  If the Reporting Persons were to acquire additional equity of the Issuer, the Reporting Persons ability to influence the management, the board or the policies of the Issuer may increase.  In addition, the Reporting Persons and their representatives and advisers will engage in communications with the Issuers other directors and members of management and other security holders, industry participants and other interested parties concerning the Issuer, including with respect to the types of transactions disclosed in this paragraph or otherwise referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons will, from time to time, review or reconsider their position or change their purpose or formulate plans, strategies or proposals and take such actions with respect to the Issuer.  These potential actions could involve one or more of the events or transactions disclosed in this paragraph or otherwise referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Except as set forth in this Schedule 13D, none of the Reporting Persons presently has any additional plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

The information set forth in Item 6 below is incorporated by reference in its entirety into this Item 4.

 

Item 5.                Interest in Securities of the Issuer

 

(a)         Aggregate number and percentage of securities.

 

FS Equity VI directly holds 18,262,008 shares of Common Stock.  FS Equity VI directly holds 6,019,774 shares of the Issuers Class C common stock. FS Affiliates VI directly holds 775,756 shares of Common Stock, and 255,715 shares of Issuers Class C common stock. 3,630,469 of the aggregate shares of Issuers Class C common stock are currently convertible at the election of the Reporting Persons into shares of Common Stock pursuant to the Issuers restated certificate of incorporation (the Charter).   The other shares of Class C common stock held by the Reporting Persons are not currently convertible into shares of Common Stock.  Shares of the Issuers Class C common stock are automatically converted into shares of the Issuers Common Stock on a one for one basis if the holder of such Class C common stock is not FS Equity VI, FS Affiliates VI or any of their respective affiliates (collectively, Freeman Spogli).  In addition, Freeman Spogli may convert shares of Class C common stock into shares of 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.  In addition, shares of Common Stock held by Freeman Spogli are convertible into shares of the Issuers Class C common stock, in whole or in part, at any time and from time to time at the election of Freeman Spogli, on a one for one basis. Shares of the Issuers Class C common stock are non-voting, but otherwise generally have the same rights as shares of Common Stock.

 

The Reporting Persons may be deemed to have direct beneficial ownership of the Issuers shares of Common Stock and Class C common stock as follows:

 

Name of Reporting Person		Number of Class A Shares Beneficially Owned		Number of Class C Shares Beneficially Owned		Total
FS Capital Partners		19,037,764		6,275,489		25,313,253
FS Equity VI		18,262,008		6,019,774		24,281,782
FS Affiliates VI		775,756		255,715		1,031,471
Reporting Persons as a group		19,037,764		6,275,489		25,313,253

 

FS Capital Partners, by virtue of being the sole general partner of FS Equity VI and FS Affiliates VI, may be deemed to

 

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