0001104659-21-151682.txt : 20211220 0001104659-21-151682.hdr.sgml : 20211220 20211220160717 ACCESSION NUMBER: 0001104659-21-151682 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211220 FILED AS OF DATE: 20211220 DATE AS OF CHANGE: 20211220 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: 211505317 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: 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 tm2135861-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-12-20 0 0001651052 Focus Financial Partners Inc. FOCS 0001746236 Adolf Ruediger 515 NORTH FLAGLER DRIVE WEST PALM BEACH FL 33401 1 1 0 0 CEO and Chairman Incentive Units in Focus Financial Partners, LLC 9 2021-12-20 4 M 0 600000 0 D Common Units in Focus Financial Partners, LLC 157000 D Common Units in Focus Financial Partners, LLC 2021-12-20 4 M 0 505263 A Class A Common Stock 505263 575903 D Common Units in Focus Financial Partners, LLC 2021-12-20 4 S 0 505263 54.72 D Class A Common Stock 505263 70640 D Common Units in Focus Financial Partners, LLC Class A Common Stock 160450 160450 I By Adolf Family Trust II 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 in Focus LLC on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award. On December 20, 2021, pursuant to the Fourth Amended and Restated Operating Agreement of Focus LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), 600,000 of the Reporting Person's vested incentive units in Focus LLC were converted into 505,263 common units in Focus LLC, based on a value of the Issuer's Class A common stock equal to $57.00, and the resulting common units were purchased by Focus LLC for $54.72 per unit with a portion of the proceeds from the Issuer's underwritten public offering of Class A common stock. 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 or cash. Incentive units do not expire. Vested common units in Focus LLC are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) an equal number of shares of the Issuer's Class A common stock or (ii) at the election of the Issuer, cash. Represents securities held by the Adolf Family Trust II, an irrevocable trust established by the Reporting Person for the benefit of his children. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein. Includes 9,700 unvested common units in Focus LLC. /s/ J. Russell McGranahan as Attorney-in-Fact 2021-12-20