0001104659-21-151684.txt : 20211220
0001104659-21-151684.hdr.sgml : 20211220
20211220160749
ACCESSION NUMBER: 0001104659-21-151684
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: McGranahan John Russell
CENTRAL INDEX KEY: 0001796907
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 211505320
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
tm2135861-3_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-20
0
0001651052
Focus Financial Partners Inc.
FOCS
0001796907
McGranahan John Russell
875 THIRD AVENUE, 28TH FLOOR
NEW YORK
NY
10022
0
1
0
0
General Counsel
Incentive Units in Focus Financial Partners, LLC
21
2021-12-20
4
M
0
125000
0
D
Common Units in Focus Financial Partners, LLC
186427
D
Common Units in Focus Financial Partners, LLC
2021-12-20
4
M
0
78947
A
Class A Common Stock
78947
83565
D
Common Units in Focus Financial Partners, LLC
2021-12-20
4
S
0
78947
54.72
D
Class A Common Stock
78947
4618
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 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"), 125,000 of the Reporting Person's vested incentive units in Focus LLC were converted into 78,947 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.
Includes 3,790 unvested common units in Focus LLC.
/s/ J. Russell McGranahan
2021-12-20