0001104659-18-048178.txt : 20180730 0001104659-18-048178.hdr.sgml : 20180730 20180730194105 ACCESSION NUMBER: 0001104659-18-048178 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: Kodialam Rajini Sundar CENTRAL INDEX KEY: 0001746246 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 18979075 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: 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 0001746246 Kodialam Rajini Sundar 825 THIRD AVENUE, 27TH FLOOR NEW YORK NY 10022 1 1 0 0 COO Incentive Units in Focus Financial Partners, LLC 9.00 2018-07-30 4 A 0 345348 0 A Class A Common Stock 345348 D Incentive Units in Focus Financial Partners, LLC 16.00 2018-07-30 4 A 0 9401 0 A Class A Common Stock 9401 D Incentive Units in Focus Financial Partners, LLC 21.00 2018-07-30 4 A 0 100000 0 A Class A Common Stock 100000 D Incentive Units in Focus Financial Partners, LLC 23.00 2018-07-30 4 A 0 93544 0 A Class A Common Stock 93544 D Incentive Units in Focus Financial Partners, LLC 33.00 2018-07-30 4 A 0 487500 0 A Class A Common Stock 487500 D Incentive Units in Focus Financial Partners, LLC 11.00 2018-07-30 4 A 0 340000 0 A Class A Common Stock 340000 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 13.00 2018-07-30 4 A 0 295000 0 A Class A Common Stock 295000 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 19.00 2018-07-30 4 A 0 130000 0 A Class A Common Stock 130000 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 21.00 2018-07-30 4 A 0 130000 0 A Class A Common Stock 130000 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 21.00 2018-07-30 4 A 0 450000 0 A Class A Common Stock 450000 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 23.00 2018-07-30 4 A 0 125000 0 A Class A Common Stock 125000 I By Kodialam 2014 Family Trust Incentive Units in Focus Financial Partners, LLC 33.00 2018-07-30 4 A 0 162500 0 A Class A Common Stock 162500 I By Kodialam 2014 Family Trust 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 vested incentive units became 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. Upon the execution of the Fourth Amended and Restated Focus LLC Agreement, 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 units (the "Retention Incentive Units), potentially vest in two tranches. Fifty percent of the Retention Incentive Units will vest if the weighted average price per share of the Issuer's Class A common stock is at least $35.00 for the first ninety days following pricing of the Issuer's initial public offering. Retention Incentive Units that remain unvested will be eligible to vest on the third anniversary of the Issuer's initial public offering if the weighted average price per share of the Issuer's Class A common stock for the ninety day period immediately preceding the third anniversary of the Issuer's initial public offering is: (i) less than $42.00, then no remaining unvested Retention Incentive Units will vest; (ii) greater than $63.00, then all remaining unvested Retention Incentive Units will vest; and (iii) if between $42.00 and $63.00, then (x) fifty percent (50%) of the remaining unvested Retention Incentive Units will vest and (y) the remaining fifty percent (50%) of the remaining unvested Retention Incentive Units will vest linearly based on where the price falls within the range of $42.00 and $63.00. If a change in control transaction occurs prior the third anniversary of the Issuer's initial public offering, any unvested Retention Units, subject to any superior provision in any employment agreement, will vest based on the price of the Issuer's Class A common stock used in the change in control transaction, applying the same vesting benchmarks as are applied on the third anniversary of the Issuer's initial public offering. These incentive units will vest in four equal installments on each anniversary of November 22, 2017. These incentive units will vest on the fifth anniversary of the pricing of the Issuer's initial public offering provided that the volume weighted average price per share of the Issuer's Class A common stock for any ninety calendar day period within such five year period reaches at least $100.00. In the event a change in control transaction occurs prior to the end of such five year period, the incentive units, subject to any superior provision in any employment agreement, will vest linearly based on where the price of the Issuer's Class A common stock used in the transaction falls between the stock price in connection with the Issuer's initial public offering and $100.00, with 100% vesting if the price of the Issuer's Class A common stock used in the transaction is at least $100.00, 0% vesting if the price of the Issuer's Class A common stock used in the transaction is equal to or less than the price of the Issuer's Class A common stock in the Issuer's initial public offering, and linear interpolation in between. Represents incentive units held by the Kodialam 2014 Family Trust, an irrevocable grantor trust established by the reporting person for the benefit of her children. The reporting person disclaims beneficial ownership of the securities owned by the trust except to the extent of her indirect pecuniary interest therein. /s/ J. Russell McGranahan as Attorney-in-Fact 2018-07-30