0001104659-23-097894.txt : 20230901 0001104659-23-097894.hdr.sgml : 20230901 20230901213156 ACCESSION NUMBER: 0001104659-23-097894 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: Feliciani Joseph CENTRAL INDEX KEY: 0001344979 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 231233906 MAIL ADDRESS: STREET 1: C/O BLACKROCK FINANCIAL MANAGEMENT INC. STREET 2: 40 EAST 52ND STREET 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 tm2325394-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-31 1 0001651052 Focus Financial Partners Inc. FOCS 0001344979 Feliciani Joseph 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 28147 A 28147 D Class A Common Stock, $0.01 par value 2023-08-31 4 D 0 28147 53.00 D 0 D Incentive Units in Focus Financial Partners LLC 36.64 2023-08-31 4 M 0 30000 0 D Common Units in Focus Financial Partners LLC 9260 0 D Incentive Units in Focus Financial Partners LLC 27.90 2023-08-31 4 M 0 23910 0 D Common Units in Focus Financial Partners LLC 11323 0 D Incentive Units in Focus Financial Partners LLC 44.71 2023-08-31 4 M 0 9341 0 D Common Units in Focus Financial Partners LLC 1461 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 Common Units in Focus Financial Partners LLC 2023-08-31 4 M 0 23773 A Class A Common Stock, $0.01 par value 23773 28147 D Common Units in Focus Financial Partners LLC 2023-08-31 4 M 0 28147 D Class A Common Stock, $0.01 par value 28147 0 D Incentive Units in Focus Financial Partners LLC 58.50 2023-08-31 4 D 0 5489 0 D Class A Common Stock 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") and (b) immediately after the LLC Merger, Company Merger Sub 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, each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the effective time of the Company Merger 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 are fully vested. Incentive Units do not expire. 3,114 of these Incentive Units were scheduled to vest on December 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. 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. Subject to the director's continued service (a) 317 of these Common Units were scheduled to vest on December 7, 2023, (b) 775 of these Common Units were scheduled to vest in two equal installments on each anniversary of December 22, 2022 and (c) 2,261 of these Common Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022; 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. 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. /s/ J. Russell McGranahan as Attorney-in-Fact 2023-09-01