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 *

ARES CORPORATE OPPORTUNITIES FUND III LP	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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2018		
(Street)

LOS ANGELES, CA 90067
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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  	9/14/2018  	 	S	  	7744108  	D	$37.00  	26087535   (1) (2) (3)	D   (1) (2) (3)	 	

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					

Explanation of Responses:	
(1) 	Shares of Class A common stock are held directly by Ares Corporate Opportunities Fund III, L.P. ("ACOF III''). The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating Manager III''), and the sole member of ACOF Operating Manager III is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings'') and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco''). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings''), whose sole stockholder is Ares Management, L.P. ("Ares Management''). (continued in footnote 2)	
(2) 	The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP'') and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners'' and, together with ACOF III, ACOF Operating Manager III, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities''). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over Board decisions. (continued in footnote 3)	
(3) 	Each of the Ares Entities (other than ACOF III with respect to the shares held directly by it) and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the shares of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
ARES CORPORATE OPPORTUNITIES FUND III LP
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
ACOF Operating Manager III LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
Ares Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
Ares Holdings Inc.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
ARES MANAGEMENT LP
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
Ares Management GP LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA 90067		X			

Signatures		
/s/Naseem Sagati, Authorized Signatory		9/18/2018	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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