UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Floor & Décor Holdings, Inc.

(Name of Issuer)	
 
Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)	
 
339750101

(CUSIP Number)	

December 31, 2018	
(Date of Event Which Requires Filing of this Statement)	
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o  Rule 13d-1(b)

x  Rule 13d-1(c)
o  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No.  339750101	  SCHEDULE 13G/A	Page 2 of 10 Pages	

1	NAME OF REPORTING PERSONS

Joho Capital LLC
	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0
	
	6	SHARED VOTING POWER
 
5,623,554	
	7	SOLE DISPOSITIVE POWER
 
0
	
	8	SHARED DISPOSITIVE POWER
 
5,623,554	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,623,554	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.78%	
12	TYPE OF REPORTING PERSON
 
IA	

 

CUSIP No.  339750101	  SCHEDULE 13G/A	Page 3 of 10 Pages	

1	NAME OF REPORTING PERSONS

Robert Karr

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0
	
	6	SHARED VOTING POWER
 
5,623,554	
	7	SOLE DISPOSITIVE POWER
 
0
	
	8	SHARED DISPOSITIVE POWER
 
5,623,554	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,623,554	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.78%	
12	TYPE OF REPORTING PERSON
 
IN	

 

CUSIP No.  339750101	  SCHEDULE 13G/A	Page 4 of 10 Pages	

1	NAME OF REPORTING PERSONS

Joho Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United State	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0
	
	6	SHARED VOTING POWER
 
5,582,381	
	7	SOLE DISPOSITIVE POWER
 
0
	
	8	SHARED DISPOSITIVE POWER
 
5,582,381	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,582,381	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.74%	
12	TYPE OF REPORTING PERSON
 
PN 	

 

CUSIP No.  339750101	  SCHEDULE 13G/A	Page 5 of 10 Pages	

1	NAME OF REPORTING PERSONS

RAK Capital LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0
	
	6	SHARED VOTING POWER
 
5,582,381	
	7	SOLE DISPOSITIVE POWER
 
0
	
	8	SHARED DISPOSITIVE POWER
 
5,582,381	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,582,381	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.74%	
12	TYPE OF REPORTING PERSON
 
CO	

 
 
CUSIP No. 339750101	  SCHEDULE 13G/A	Page 6 of  10 Pages	

Item 1.		(a) Name of Issuer	

Floor & Décor Holdings, Inc.

		(b) Address of Issuer’s Principal Executive Offices	

2233 Lake Park Drive
Smyrna, Georgia 30080

Item 2.		(a) Name of Person Filing	

Joho Capital LLC
Robert Karr
Joho Partners, L.P.
RAK Capital LLC

		(b) Address of Principal Business Office, or, if none, Residence	

55 East 59th Street, 15th Floor
New York, NY 10022
United States

		(c) Citizenship	

Please refer to Item 4 on each cover sheet for each Reporting Person  

 		(d) Title of Class of Securities	

Class A Common Stock, par value $0.001 per share

 		(e) CUSIP No.:	

339750101

 
CUSIP No.  339750101	  SCHEDULE 13G/A	Page 7 of 10 Pages	

 	

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	

 	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);	
 		
 	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);	
 		
 	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);	
 		
 	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);	
 		
 	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);	
 		
 	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);	
 		
 	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);	
 		
 	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);	
 		
 	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);	
 		
 	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);	

 	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                             	

 

CUSIP No. 339750101	  SCHEDULE 13G/A	Page 8 of 10 Pages	

Item 4. Ownership

Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group  
Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 339750101	  SCHEDULE 13G/A	Page 9 of 10 Pages	

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2019

 

 

		
 	Joho Capital LLC	
 	 	 	 	
 	By:	  /s/ Timothy K. McManus	
 	 	Name: Timothy K. McManus
Title: Chief Operating Officer		
 	 	 	 	
 	Robert Karr

 	By:	  /s/ Robert Karr	
 	 	Name: Robert Karr		

 	 	 	 	
 	Joho Partners, L.P.
By:   RAK Capital LLC, its General Partner	
 	 	 	 	
 	By:	  /s/ Robert Karr	
 	 	Name: Robert Karr
Title: Managing Member and President 		
 	 	 	 	
 	RAK Capital LLC

 	By:	  /s/ Robert Karr	
 	 	Name: Robert Karr
Title: Managing Member and President 		

 

CUSIP No. 339750101	  SCHEDULE 13G/A	Page 10 of 10 Pages	

Exhibit I
 
JOINT FILING STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Dated: February 14, 2019

 

		
 	Joho Capital LLC

 	By:	  /s/ Timothy K. McManus	
 	 	Name: Timothy K. McManus
Title: Chief Operating Officer		
 	 	 	 	
 	Robert Karr

 	By:	  /s/ Robert Karr	
 	 	Name: Robert Karr		

 	 	 	 	
 	Joho Partners, L.P.
By:   RAK Capital LLC, its General Partner	
 	 	 	 	
 	By:	  /s/ Robert Karr	
 	 	Name: Robert Karr
Title: Managing Member and President 		
 	 	 	 	
 	RAK Capital LLC

 	By:	  /s/ Robert Karr	
 	 	Name: Robert Karr
Title: Managing Member and President