0001104659-23-097902.txt : 20230901 0001104659-23-097902.hdr.sgml : 20230901 20230901213726 ACCESSION NUMBER: 0001104659-23-097902 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: Adolf Ruediger CENTRAL INDEX KEY: 0001746236 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 231233924 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 tm2325394-10_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-31 1 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 0 Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 556177 A Class A Common Stock, $0.01 par value 556177 584552 I By Adolf Family Trust II Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 584552 D Class A Common Stock, $0.01 par value 584552 0 I By Adolf Family Trust II Incentive Units in Focus Financial Partners, LLC 58.50 2023-08-31 4 D 0 92940 0 D Class A Common Stock, $0.01 par value 0 D Incentive Units in Focus Financial Partners, LLC 58.50 2023-08-31 4 D 0 46470 0 D Class A Common Stock, $0.01 par value 0 I By Adolf Family Trust II Subsequent to the Rollover, and 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. 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 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. 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. /s/ J. Russell McGranahan as Attorney-in-Fact 2023-09-01