X0306 4 2020-01-01 true 0001651052 Focus Financial Partners Inc. FOCS 0001472693 KKR Management Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001472692 KKR Management Holdings Corp C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true Class A Common Stock 2020-01-01 4 J 0 487112 0 D 0 I See Footnotes Units of Focus Financial Partners, LLC 2020-01-01 4 J 0 4384002 0 D Class A Common Stock 4384002 0 I See Footnotes Pursuant to an internal reorganization, on January 1, 2020 KKR Management Holdings Corp. was merged into its parent, KKR Group Holdings Corp., and KKR Management Holdings L.P. was merged into KKR Fund Holdings L.P., an existing subsidiary of KKR & Co. Inc. KKR Fund Holdings L.P. was then renamed KKR Group Partnership L.P. As a result, KKR Management Holdings Corp. and KKR Management Holdings L.P. ceased to exist as separate entities. KKR Management Holdings L.P. and KKR Management Holdings Corp.are filing this exit Form 4 to report that they are no longer beneficial owners of securities of Focus Financial Partners Inc. (the "Issuer"). KKR Group Partnership L.P. has previously filed a Form 3 reporting beneficial ownership of Issuer securities. This internal reorganization did not involve any purchase or sale of securities of the Issuer. Not included on this Form 4 are an additional 4,114,647 and 538,048 shares of Class A common stock ("Class A Common Stock") held by KKR Americas XII (Freya) Blocker Parent L.P. and KKR Americas XII EEA (Freya) Blocker Parent L.P., respectively, which have continuously been held since the initial public offering of the Issuer. These shares of Class A Common Stock are held by KKR Freya Aggregator L.P. Units of Focus Financial Partners, LLC represent limited liability company units of Focus Financial Partners, LLC and an equal number of shares of Class B common stock ("Class B Common Stock") of the Issuer, which together are exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC. Units of Focus Financial Partners, LLC are held by KKR Freya Aggregator L.P. KKR Freya Aggregator GP LLC is the general partner of KKR Freya Aggregator L.P., KKR Americas Fund XII (Freya) L.P. is the sole member of KKR Freya Aggregator GP LLC, KKR Associates Americas XII AIV L.P. is the general partner of KKR Americas Fund XII (Freya) L.P., KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P., KKR Group Partnership L.P. is the sole member of KKR Americas XII AIV GP LLC and KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Class B common stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons may have been deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are or were the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney KKR MANAGEMENT HOLDINGS L.P., By: KKR Management Holdings Corp., its general partner, By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for David Sorkin, Vice President, General Counsel & Secretary 2020-01-03 KKR MANAGEMENT HOLDINGS CORP., By: /s/ Terence Gallagher, Name: Terence Gallagher, Title: Attorney-in-fact for David Sorkin, Vice President, General Counsel & Secretary 2020-01-03