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