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Filing Details

Accession Number:: 0001104659-20-103253
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-09 07:30:59
Reporting Period:: 2020-09-08

Accepted Time:: 2020-09-09 07:30:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1651052	Focus Financial Partners Inc.	FOCS	Investment Advice (6282)	474780811

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1796968	R. Leonard Chang	875 Third Avenue, 28Th Floor New York NY 10022	Sr. Managing Dir/Head Of M&A	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-09-08	186,783	$0.00	186,783	No	4	M	Direct
Class A Common Stock	Disposition	2020-09-08	186,783	$31.05	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units In Focus Financial Partners, Llc	Incentive Units in Focus Financial Partners, LLC	Disposition	2020-09-08	10,316	$0.00	0	$6.00
Common Units In Focus Financial Partners, Llc	Incentive Units in Focus Financial Partners, LLC	Disposition	2020-09-08	145,464	$0.00	0	$7.00
Common Units In Focus Financial Partners, Llc	Incentive Units in Focus Financial Partners, LLC	Disposition	2020-09-08	80,000	$0.00	0	$9.00
Class A Common Stock	Common Units in Focus Financial Partners, LLC	Acquisiton	2020-09-08	186,783	$0.00	186,783	$0.00
Class A Common Stock	Common Units in Focus Financial Partners, LLC	Disposition	2020-09-08	186,783	$0.00	186,783	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	M	Direct
0	No	4	M	Direct
142,000	No	4	M	Direct
186,783	No	4	M	Direct
0	No	4	M	Direct

Footnotes

On September 8, 2020 (the "Exchange Date"), pursuant to the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), an aggregate of 235,780 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 186,783 shares of the Issuer's Class A common stock. Such incentive units were first converted into a number of common units in Focus LLC that took into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units were then exchanged for an equal number of shares of the Issuer's Class A common stock.
Each incentive unit in Focus LLC entitles the holder to receive distributions from Focus LLC if the aggregate distributions made by Focus LLC in respect of each common unit issued and outstanding on or prior to date of the grant of the incentive unit exceeds a specified amount, referred to as the hurdle amount. The hurdle amount is set at the time of grant and typically represents the estimated fair value of a common unit in Focus LLC on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award.
Vested incentive units are exchangeable, subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) a number of shares of the Issuer's Class A common stock that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. Upon exchange, such incentive units are first converted into a number of common units in Focus LLC that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units are then exchanged for an equal number of shares of the Issuer's Class A common stock. Incentive units do not expire.