0001104659-18-048176.txt : 20180730
0001104659-18-048176.hdr.sgml : 20180730
20180730194020
ACCESSION NUMBER: 0001104659-18-048176
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180730
FILED AS OF DATE: 20180730
DATE AS OF CHANGE: 20180730
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gottdiener Noah
CENTRAL INDEX KEY: 0001294062
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 18979073
MAIL ADDRESS:
STREET 1: 700 WEST HILLSBORO BOULEVARD
STREET 2: BUILDING 1
CITY: DERRFIELD BEACH
STATE: FL
ZIP: 33441
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: 825 THIRD AVENUE
STREET 2: 27TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (646)519-2456
MAIL ADDRESS:
STREET 1: 825 THIRD AVENUE
STREET 2: 27TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
a4.xml
4
X0306
4
2018-07-30
0
0001651052
Focus Financial Partners Inc.
FOCS
0001294062
Gottdiener Noah
825 THIRD AVENUE, 27TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Class A Common Stock
2018-07-30
4
P
0
7575
33.00
A
7575
D
Incentive Units in Focus Financial Partners, LLC
33.00
2018-07-30
4
A
0
30000
0
A
Class A Common Stock
30000
D
Each incentive unit in Focus Financial Partners, LLC ("Focus LLC") entitles the holder to receive distributions from Focus LLC if the aggregate distributions made by Focus LLC in respect of each common unit in Focus LLC issued and outstanding on or prior to date of the grant of the incentive unit exceeds a specified amount, referred to as the hurdle amount. 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. Incentive units do not expire.
In connection with the Issuer's initial public offering, on July 30, 2018, the Issuer entered into the Fourth Amended and Restated Operating Agreement of Focus LLC (the "Fourth Amended and Restated Focus LLC Agreement"), pursuant to which unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) a number of shares of the Issuer's Class A common stock that takes into account the then-current value of the Issuer's Class A common stock and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. The acquisition of the derivative securities resulting from the execution of the Fourth Amended and Restated Focus LLC Agreement was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
These incentive awards will vest in three equal installments on each anniversary of July 25, 2018, subject to the director's continued service.
/s/ J. Russell McGranahan as Attorney-in-Fact
2018-07-30