0001104659-23-097895.txt : 20230901 0001104659-23-097895.hdr.sgml : 20230901 20230901213314 ACCESSION NUMBER: 0001104659-23-097895 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230831 FILED AS OF DATE: 20230901 DATE AS OF CHANGE: 20230901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kodialam Rajini Sundar CENTRAL INDEX KEY: 0001746246 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 231233907 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 tm2325394-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-31 1 0001651052 Focus Financial Partners Inc. FOCS 0001746246 Kodialam Rajini Sundar 875 THIRD AVENUE, 28TH FLOOR NEW YORK NY 10022 1 1 0 0 Chief Operating Officer 0 Class A Common Stock, $0.01 par value 2023-08-31 4 M 0 484019 A 484019 D Class A Common Stock, $0.01 par value 2023-08-31 4 D 0 484019 53.00 D 0 D Class A Common Stock, $0.01 par value 2023-08-31 4 M 0 937295 A 937295 I By Kodialam 2014 Family Trust Class A Common Stock, $0.01 par value 2023-08-31 4 D 0 937295 53.00 D 0 I By Kodialam 2014 Family Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 F 0 12098 53.00 D Class A Common Stock, $0.01 par value 12098 30370 D Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 M 0 284389 0 D Common Units in Focus Financial Partners, LLC 107317 203111 D Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 D 0 203111 0 D Common Units in Focus Financial Partners, LLC 0 D Incentive Units in Focus Financial Partners, LLC 16.00 2023-08-31 4 M 0 9401 0 D Common Units in Focus Financial Partners, LLC 6563 0 D Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 M 0 96570 0 D Common Units in Focus Financial Partners, LLC 58306 0 D Incentive Units in Focus Financial Partners, LLC 23.00 2023-08-31 4 M 0 93544 0 D Common Units in Focus Financial Partners, LLC 52949 0 D Incentive Units in Focus Financial Partners, LLC 28.50 2023-08-31 4 M 0 192956 0 D Common Units in Focus Financial Partners, LLC 89197 0 D Incentive Units in Focus Financial Partners, LLC 27.90 2023-08-31 4 M 0 266904 0 D Common Units in Focus Financial Partners, LLC 126402 0 D Incentive Units in Focus Financial Partners, LLC 44.71 2023-08-31 4 M 0 82570 0 D Common Units in Focus Financial Partners, LLC 12915 0 D Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 484019 A Class A Common Stock, $0.01 par value 484019 484019 D Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 484019 53.00 D Class A Common Stock, $0.01 par value 484019 0 D Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 M 0 94795 0 D Common Units in Focus Financial Partners, LLC 35772 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 D 0 67705 0 D Common Units in Focus Financial Partners, LLC 94795 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 11.00 2023-08-31 4 M 0 215000 0 D Common Units in Focus Financial Partners, LLC 170378 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 13.00 2023-08-31 4 M 0 295000 0 D Common Units in Focus Financial Partners, LLC 222641 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 19.00 2023-08-31 4 M 0 130000 0 D Common Units in Focus Financial Partners, LLC 83396 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 M 0 564570 0 D Common Units in Focus Financial Partners, LLC 340873 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 23.00 2023-08-31 4 M 0 125000 0 D Common Units in Focus Financial Partners, LLC 70755 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 37.59 2023-08-31 4 M 0 46361 0 D Common Units in Focus Financial Partners, LLC 13480 0 I By Kodialam 2014 Family Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 937295 A Class A Common Stock, $0.01 par value 937295 0 I By Kodialam 2014 Family Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 937295 53.00 D Class A Common Stock, $0.01 par value 937295 0 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 58.50 2023-08-31 4 D 0 91465 0 D Class A Common Stock, $0.01 par value 0 I By Kodialam 2014 Family Trust In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 27, 2023, by and among the Issuer, Ferdinand FFP Acquisition, LLC ("Parent"), Ferdinand FFP Merger Sub 1, Inc. ("Company Merger Sub"), Ferdinand FFP Merger Sub 2, LLC ("LLC Merger Sub"), and Focus Financial Partners, LLC ("Focus LLC"), (a) LLC Merger Sub was merged with and into Focus LLC (the "LLC Merger") and (b) immediately after the LLC Merger, Company Merger Sub was merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger as a wholly-owned subsidiary of Parent. At the effective time of the Company Merger, each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the effective time of the Company Merger, was converted into the right to receive cash in an amount equal to $53.00 per Class A Share, without interest and subject to any required withholding taxes (the "Merger Consideration"). As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Class A Shares. Immediately prior to the effective time of the LLC Merger, all of the outstanding vested Common Units and Incentive Units of Focus LLC with a hurdle amount that is less than the Merger Consideration were exchanged for Class A Shares. The Incentive Units were first converted into a number of Common Units that took into account the Merger Consideration and such Incentive Units' aggregate hurdle amount, and the resulting Common Units were then exchanged for an equal number of Class A Shares (the conversions, collectively, the "Vested Units Exchanges"). As a result of the Vested Units Exchanges, the reporting person no longer beneficially owns, directly or indirectly, any Common Units or Incentive Units. 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. These Incentive Units were scheduled to vest linearly on the sixth anniversary of the Issuer's initial public offering; however, in connection with the Mergers, the reporting person agreed that 379,184 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 270,816 of these Incentive Units would be forfeited and cancelled for no consideration. These Incentive Units are fully vested. Incentive Units do not expire. 66,726 of these Incentive Units were scheduled to vest on December 11, 2023; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire. 41,285 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 7, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire. These Incentive Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire. (a) 4,201 of the reporting person's Common Units were scheduled to vest in two equal installments on each anniversary of December 7, 2023, (b) 14,528 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 17,624 of the Common Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Common Units was accelerated to immediately prior to the effective time of the Mergers. In connection with such vesting, 12,098 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting. Immediately prior to the effective time of the LLC Merger, each Incentive Unit, whether vested or unvested, with a hurdle amount that was equal to or greater than the Merger Consideration, was forfeited and cancelled for no consideration. As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Incentive Units. 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. /s/ J. Russell McGranahan as Attorney-in-Fact 2023-09-01