SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KKR Freya Aggregator L.P.

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/23/2021 C 3,654,044 A (1) 3,654,044 I See footnotes(3)(7)(8)(9)
Class A Common Stock 06/23/2021 S 3,654,044 D $49.87(2) 0 I See footnotes(3)(7)(8)(9)
Class A Common Stock 06/23/2021 S 3,086,585 D $49.87(2) 0 I See footnotes(4)(7)(8)(9)
Class A Common Stock 06/23/2021 S 403,615 D $49.87(2) 0 I See footnotes(5)(7)(8)(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Focus Financial Partners, LLC(1) (1) 06/23/2021 C 3,654,044 (1) (1) Class A Common Stock 3,654,044 $0 0 I See footnotes(6)(7)(8)(9)
1. Name and Address of Reporting Person*
KKR Freya Aggregator L.P.

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Freya Aggregator GP LLC

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Americas Fund XII (Freya) L.P.

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Associates Americas XII AIV L.P.

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Americas XII AIV GP LLC

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Americas XII (Freya) Blocker Parent L.P.

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KKR Americas XII EEA (Freya) Blocker Parent L.P.

(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
Explanation of Responses:
1. Units of Focus Financial Partners, LLC represent limited liability company units of Focus Financial Partners, LLC and an equal number of shares of Class B common stock ("Class B Common Stock") of Focus Financial Partners Inc. (the "Issuer"), which together are exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A common stock ("Class A Common Stock") of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC.
2. This amount represents the $50.30 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.43 per share for shares sold pursuant to an underwritten public offering.
3. These shares of Class A Common Stock are held by KKR Freya Aggregator L.P.
4. These shares of Class A Common Stock are held by KKR Americas XII (Freya) Blocker Parent L.P.
5. These shares of Class A Common Stock are held by KKR Americas XII EEA (Freya) Blocker Parent L.P.
6. These units of Focus Financial Partners, LLC are held by KKR Freya Aggregator L.P.
7. KKR Freya Aggregator GP LLC is the general partner of KKR Freya Aggregator L.P., KKR Americas Fund XII (Freya) L.P. is the sole member of KKR Freya Aggregator GP LLC, KKR Associates Americas XII AIV L.P. is the general partner of KKR Americas Fund XII (Freya) L.P., and KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P. KKR Associates Americas XII L.P. is the general partner of KKR Americas XII (Freya) Blocker Parent L.P. and KKR Americas XII EEA (Freya) Blocker Parent L.P., and KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P.
8. KKR Group Partnership L.P. is the sole member of KKR Americas XII AIV GP LLC and the sole shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
9. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.
KKR FREYA AGGREGATOR L.P. By: KKR Freya Aggregator GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Vice President and Chief Financial Officer 06/24/2021
KKR FREYA AGGREGATOR GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Vice President and Chief Financial Officer 06/24/2021
KKR AMERICAS FUND XII (FREYA) L.P. By: KKR Associates Americas XII AIV L.P., its GP By: KKR Americas XII AIV GP LLC, its GP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Vice President and CFO 06/24/2021
KKR ASSOCIATES AMERICAS XII AIV L.P. By: KKR Americas XII AIV GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Vice President and Chief Financial Officer 06/24/2021
KKR AMERICAS XII AIV GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Vice President and Chief Financial Officer 06/24/2021
KKR AMERICAS XII (FREYA) BLOCKER PARENT L.P. By: KKR Associates Americas XII L.P., its GP By: KKR Americas XII Limited, its GP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director 06/24/2021
KKR AMERICAS XII EEA (FREYA) BLOCKER PARENT L.P By: KKR Associates Americas XII L.P., its GP By: KKR Americas XII Limited, its GP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director 06/24/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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