0001104659-18-074136.txt : 20181220 0001104659-18-074136.hdr.sgml : 20181220 20181220170554 ACCESSION NUMBER: 0001104659-18-074136 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181218 FILED AS OF DATE: 20181220 DATE AS OF CHANGE: 20181220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adolf Ruediger CENTRAL INDEX KEY: 0001746236 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 181246858 MAIL ADDRESS: STREET 1: C/O FOCUS FINANCIAL PARTNERS, INC. STREET 2: 825 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 2018-12-18 0 0001651052 Focus Financial Partners Inc. FOCS 0001746236 Adolf Ruediger 825 THIRD AVENUE, 27TH FLOOR NEW YORK NY 10022 1 1 0 0 CEO and Chairman Incentive Units in Focus Financial Partners, LLC 28.50 2018-12-18 4 A 0 331642 0 A Class A Common Stock 331642 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 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. 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. The acquisition of the derivative securities was exempt from Section 16 of the Securities Exchange Act of 1934, as amended. These incentive units will vest in four equal installments on each anniversary of December 18, 2018. /s/ J. Russell McGranahan as Attorney-in-Fact 2018-12-20