0001104659-20-103253.txt : 20200909
0001104659-20-103253.hdr.sgml : 20200909
20200909073059
ACCESSION NUMBER: 0001104659-20-103253
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200908
FILED AS OF DATE: 20200909
DATE AS OF CHANGE: 20200909
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chang Leonard R.
CENTRAL INDEX KEY: 0001796968
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 201165410
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH 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: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (646)519-2456
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
a4.xml
4
X0306
4
2020-09-08
0
0001651052
Focus Financial Partners Inc.
FOCS
0001796968
Chang Leonard R.
875 THIRD AVENUE, 28TH FLOOR
NEW YORK
NY
10022
0
1
0
0
Sr. Managing Dir/Head of M&A
Class A Common Stock
2020-09-08
4
M
0
186783
A
186783
D
Class A Common Stock
2020-09-08
4
S
0
186783
31.05
D
0
D
Incentive Units in Focus Financial Partners, LLC
6.00
2020-09-08
4
M
0
10316
0
D
Common Units in Focus Financial Partners, LLC
0
D
Incentive Units in Focus Financial Partners, LLC
7.00
2020-09-08
4
M
0
145464
0
D
Common Units in Focus Financial Partners, LLC
0
D
Incentive Units in Focus Financial Partners, LLC
9.00
2020-09-08
4
M
0
80000
0
D
Common Units in Focus Financial Partners, LLC
142000
D
Common Units in Focus Financial Partners, LLC
2020-09-08
4
M
0
186783
A
Class A Common Stock
186783
186783
D
Common Units in Focus Financial Partners, LLC
2020-09-08
4
M
0
186783
D
Class A Common Stock
186783
0
D
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 235,780 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 186,783 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.
/s/ J. Russell McGranahan as Attorney-in-Fact
2020-09-09