SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McGranahan John Russell

(Last)

(First)

(Middle)

875 THIRD AVENUE, 28TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2019

3. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units in Focus Financial Partners, LLC	⁽¹⁾	⁽¹⁾	Class A Common Stock	14,513	⁽¹⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾	$16⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾	$19⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾	$21⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾	$22⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾	$28.5⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Class A Common Stock	⁽⁵⁾	$21⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽⁵⁾⁽⁸⁾	⁽⁵⁾⁽⁸⁾	Class A Common Stock	⁽⁵⁾	$22⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	Class A Common Stock	⁽⁵⁾	$33⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽⁵⁾⁽¹¹⁾	⁽⁵⁾⁽¹¹⁾	Class A Common Stock	⁽⁵⁾	$28.5⁽³⁾⁽⁴⁾	D
Incentive Units in Focus Financial Partners, LLC	⁽⁵⁾⁽¹²⁾	⁽⁵⁾⁽¹²⁾	Class A Common Stock	⁽⁵⁾	$27.9⁽³⁾⁽⁴⁾	D

Explanation of Responses:

1. Common units in Focus Financial Partners, LLC ("Focus LLC") are exchangeable (together with an equal number of shares of Class B common stock of the Issuer), subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash.

2. Vested incentive units are exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) a number of shares of the Issuer's Class A common stock that takes into account the then-current value of the Issuer's Class A common stock and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash.

3. 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 prior to the Issuer's initial public offering represented the estimated fair value of a common unit on the date of grant and since the Issuer's initial public offering is equal to the closing price on the date of grant of the Issuer's Class A common stock for which such incentive units may potentially be exchanged. The figure reflected in column 4 is the hurdle amount assigned to each incentive award. Incentive units do not expire.

4. The Reporting Person beneficially owns 100,000 vested incentive units with a $16.00 hurdle amount, 75,213 vested incentive units with a $19.00 hurdle amount, 195,000 vested incentive units with a $21.00 hurdle amount, 67,880 vested incentive units with a $22.00 hurdle amount, 30,149 vested incentive units with a $28.50 hurdle amount, 125,000 unvested incentive units with a $21.00 hurdle amount, 67,879 unvested incentive units with a $22.00 hurdle amount, 500,000 unvested incentive units with a $33.00 hurdle amount, 90,448 unvested incentive units with a $28.50 hurdle amount, and 160,520 unvested incentive units with a $27.90 hurdle amount.

5. Unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) a number of shares of the Issuer's Class A common stock that takes into account the then-current value of the Issuer's Class A common stock and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash.

6. These incentive units (the "Retention Incentive Units) will be eligible to vest on the third anniversary of the Issuer's initial public offering if the weighted average price per share of the Issuer's Class A common stock for the ninety day period immediately preceding the third anniversary of the Issuer's initial public offering is: (i) less than $42.00, then no unvested Retention Incentive Units will vest; (ii) greater than $63.00, then all unvested Retention Incentive Units will vest; and (iii) if between $42.00 and $63.00, then (x) fifty percent (50%) of the unvested Retention Incentive Units will vest and (y) the remaining fifty percent (50%) of the unvested Retention Incentive Units will vest linearly based on where the price falls within the range of $42.00 and $63.00.

7. If a change in control transaction occurs prior the third anniversary of the Issuer's initial public offering, any unvested Retention Units, subject to any superior provision in any employment agreement, will vest based on the price of the Issuer's Class A common stock used in the change in control transaction, applying the same vesting benchmarks as are applied on the third anniversary of the Issuer's initial public offering.

8. These incentive units will vest in two equal installments on November 22, 2020 and November 22, 2021.

9. These incentive units will vest on the fifth anniversary of the pricing of the Issuer's initial public offering provided that the volume weighted average price per share of the Issuer's Class A common stock for any ninety calendar day period within such five year period reaches at least $100.00.

10. In the event a change in control transaction occurs prior to the end of such five year period, the incentive units, subject to any superior provision in any employment agreement, will vest linearly based on where the price of the Issuer's Class A common stock used in the transaction falls between the stock price in connection with the Issuer's initial public offering and $100.00, with 100% vesting if the price of the Issuer's Class A common stock used in the transaction is at least $100.00, 0% vesting if the price of the Issuer's Class A common stock used in the transaction is equal to or less than the price of the Issuer's Class A common stock in the Issuer's initial public offering, and linear interpolation in between.

11. These incentive units will vest in three equal installments on December 18, 2020, December 18, 2021 and December 18, 2022.

12. These incentive units will vest in four equal installments on December 11, 2021, December 11, 2022, December 11, 2023 and December 11, 2024.

Remarks:

Exhibit 24: Power of Attorney

	/s/ J. Russell McGranahan	12/20/2019
	** 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 5 (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).
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