0001104659-23-097898.txt : 20230901
0001104659-23-097898.hdr.sgml : 20230901
20230901213447
ACCESSION NUMBER: 0001104659-23-097898
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: LeMieux George
CENTRAL INDEX KEY: 0001916750
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 231233910
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
tm2325394-7_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-31
1
0001651052
Focus Financial Partners Inc.
FOCS
0001916750
LeMieux George
875 THIRD AVENUE, 28TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0
Class A Common Stock, $0.01 par value
2023-08-31
4
M
0
9611
A
9611
D
Class A Common Stock, $0.01 par value
2023-08-31
4
D
0
9611
53.00
D
0
D
Incentive Units in Focus Financial Partners LLC
37.59
2023-08-31
4
M
0
5948
0
D
Common Units in Focus Financial Partners LLC
1729
0
D
Incentive Units in Focus Financial Partners LLC
43.07
2023-08-31
4
M
0
30000
0
D
Common Units in Focus Financial Partners LLC
5621
0
D
Common Units in Focus Financial Partners LLC
2023-08-31
4
M
0
7350
A
Class A Common Stock, $0.01 par value
7350
9611
D
Common Units in Focus Financial Partners LLC
2023-08-31
4
M
0
9611
D
Class A Common Stock, $0.01 par value
9611
0
D
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"), with Focus LLC surviving 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 subsidiary of Parent. .
At the effective time of the Company Merger (the "Company Merger Effective Time"), each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the Company Merger Effective Time 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 Unit
These Incentive Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
20,000 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of March 7, 2023, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
2,261 of these Common Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Common Units to immediately prior to the effective time of the Mergers.
/s/ J. Russell McGranahan as Attorney-in-Fact
2023-09-01