0001104659-18-048176.txt : 20180730 0001104659-18-048176.hdr.sgml : 20180730 20180730194020 ACCESSION NUMBER: 0001104659-18-048176 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180730 FILED AS OF DATE: 20180730 DATE AS OF CHANGE: 20180730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gottdiener Noah CENTRAL INDEX KEY: 0001294062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 18979073 MAIL ADDRESS: STREET 1: 700 WEST HILLSBORO BOULEVARD STREET 2: BUILDING 1 CITY: DERRFIELD BEACH STATE: FL ZIP: 33441 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Focus Financial Partners Inc. CENTRAL INDEX KEY: 0001651052 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 474780811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646)519-2456 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0306 4 2018-07-30 0 0001651052 Focus Financial Partners Inc. FOCS 0001294062 Gottdiener Noah 825 THIRD AVENUE, 27TH FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock 2018-07-30 4 P 0 7575 33.00 A 7575 D Incentive Units in Focus Financial Partners, LLC 33.00 2018-07-30 4 A 0 30000 0 A Class A Common Stock 30000 D Each incentive unit in Focus Financial Partners, LLC ("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 in Focus LLC 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 on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award. Incentive units do not expire. In connection with the Issuer's initial public offering, on July 30, 2018, the Issuer entered into the Fourth Amended and Restated Operating Agreement of Focus LLC (the "Fourth Amended and Restated Focus LLC Agreement"), pursuant to which unvested incentive units will, at vesting, become 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 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. The acquisition of the derivative securities resulting from the execution of the Fourth Amended and Restated Focus LLC Agreement was exempt from Section 16 of the Securities Exchange Act of 1934, as amended. These incentive awards will vest in three equal installments on each anniversary of July 25, 2018, subject to the director's continued service. /s/ J. Russell McGranahan as Attorney-in-Fact 2018-07-30