SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kodialam Rajini Sundar

(Last)

(First)

(Middle)

875 THIRD AVENUE, 28TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/08/2020		M⁽¹⁾		260,749	A	⁽¹⁾	260,749	D
Class A Common Stock	09/08/2020		M⁽¹⁾		87,574	A	⁽¹⁾	87,574	I	By Kodialam 2014 Family Trust⁽⁴⁾
Class A Common Stock	09/08/2020		S		260,749	D	$31.05	0	D
Class A Common Stock	09/08/2020		S		87,574	D	$31.05	0	I	By Kodialam 2014 Family Trust⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Units in Focus Financial Partners, LLC	$9⁽²⁾	09/08/2020		M⁽¹⁾			345,348	⁽³⁾	⁽³⁾	Common Units in Focus Financial Partners, LLC	260,749	$0	0	D
Incentive Units in Focus Financial Partners, LLC	$11⁽²⁾	09/08/2020		M⁽¹⁾			125,000	⁽³⁾	⁽³⁾	Common Units in Focus Financial Partners, LLC	87,574	$0	215,000	I	By Kodialam 2014 Family Trust⁽⁴⁾
Common Units in Focus Financial Partners, LLC	⁽¹⁾	09/08/2020		M⁽¹⁾		260,749		⁽¹⁾	⁽¹⁾	Class A Common Stock	260,749	⁽¹⁾	260,749	D
Common Units in Focus Financial Partners, LLC	⁽¹⁾	09/08/2020		M⁽¹⁾		87,574		⁽¹⁾	⁽¹⁾	Class A Common Stock	87,574	⁽¹⁾	87,574	I	By Kodialam 2014 Family Trust⁽⁴⁾
Common Units in Focus Financial Partners, LLC	⁽¹⁾	09/08/2020		M⁽¹⁾			260,749	⁽¹⁾	⁽¹⁾	Class A Common Stock	260,749	⁽¹⁾	0	D
Common Units in Focus Financial Partners, LLC	⁽¹⁾	09/08/2020		M⁽¹⁾			87,574	⁽¹⁾	⁽¹⁾	Class A Common Stock	87,574	⁽¹⁾	0	I	By Kodialam 2014 Family Trust⁽⁴⁾

Explanation of Responses:

1. 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 470,348 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 348,323 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.

2. 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.

3. 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.

4. Represents securities held by the Kodialam 2014 Family Trust, an irrevocable grantor trust established by the reporting person for the benefit of her children. The reporting person disclaims beneficial ownership of the securities owned by the trust except to the extent of her indirect pecuniary interest therein.

	/s/ J. Russell McGranahan as Attorney-in-Fact	09/09/2020
	** Signature of Reporting Person	Date
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