Filing Details
- Accession Number:
- 0001104659-20-103256
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-09-09 07:31:14
- Reporting Period:
- 2020-09-08
- Accepted Time:
- 2020-09-09 07:31:14
- 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 |
|---|---|---|---|---|---|---|---|
| 1746236 | Ruediger Adolf | 875 Third Avenue, 28Th Floor New York NY 10022 | Ceo And Chairman | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| 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 | 561,185 | $0.00 | 561,185 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2020-09-08 | 561,185 | $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
| 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 | 175,000 | $0.00 | 0 | $1.42 |
| Common Units In Focus Financial Partners, Llc | Incentive Units in Focus Financial Partners, LLC | Disposition | 2020-09-08 | 97,000 | $0.00 | 0 | $5.50 |
| Common Units In Focus Financial Partners, Llc | Incentive Units in Focus Financial Partners, LLC | Disposition | 2020-09-08 | 46,000 | $0.00 | 0 | $6.00 |
| Common Units In Focus Financial Partners, Llc | Incentive Units in Focus Financial Partners, LLC | Disposition | 2020-09-08 | 336,000 | $0.00 | 0 | $7.00 |
| Class A Common Stock | Common Units in Focus Financial Partners, LLC | Acquisiton | 2020-09-08 | 561,185 | $0.00 | 561,185 | $0.00 |
| Class A Common Stock | Common Units in Focus Financial Partners, LLC | Disposition | 2020-09-08 | 561,185 | $0.00 | 561,185 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 421 | No | 4 | M | Direct | ||
| 798 | No | 4 | M | Direct | ||
| 386 | No | 4 | M | Direct | ||
| 1,081 | No | 4 | M | Direct | ||
| 619,680 | No | 4 | M | Direct | ||
| 58,495 | No | 4 | M | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Common Units in Focus Financial Partners, LLC | $0.00 | 160,450 | 160,450 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 160,450 | 160,450 | Indirect |
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 654,000 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 561,185 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.
- Common units in Focus LLC are exchangeable (together with an equal number of Class B Shares), subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash.
- Represents securities held by the Adolf Family Trust II, an irrevocable trust established by the reporting person for the benefit of his children. The reporting person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.
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