0001104659-20-103252.txt : 20200909 0001104659-20-103252.hdr.sgml : 20200909 20200909073045 ACCESSION NUMBER: 0001104659-20-103252 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200908 FILED AS OF DATE: 20200909 DATE AS OF CHANGE: 20200909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shanahan James CENTRAL INDEX KEY: 0001746394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 201165408 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 a4.xml 4 X0306 4 2020-09-08 0 0001651052 Focus Financial Partners Inc. FOCS 0001746394 Shanahan James 875 THIRD AVENUE, 28TH FLOOR NEW YORK NY 10022 0 1 0 0 CFO Class A Common Stock 2020-09-08 4 M 0 177979 A 177979 D Class A Common Stock 2020-09-08 4 M 0 48462 A 48462 I By Shanahan Family 2013 Insurance Trust Class A Common Stock 2020-09-08 4 S 0 177979 31.05 D 0 D Class A Common Stock 2020-09-08 4 S 0 48462 31.05 D 0 I By Shanahan Family 2013 Insurance Trust Incentive Units in Focus Financial Partners, LLC 9.00 2020-09-08 4 M 0 235723 0 D Common Units in Focus Financial Partners, LLC 177979 181277 D Incentive Units in Focus Financial Partners, LLC 13.00 2020-09-08 4 M 0 75000 0 D Common Units in Focus Financial Partners, LLC 48462 0 I By Shanahan Family 2013 Insurance Trust(4) Common Units in Focus Financial Partners, LLC 2020-09-08 4 M 0 177979 A Class A Common Stock 177979 177979 D Common Units in Focus Financial Partners, LLC 2020-09-08 4 M 0 48462 A Class A Common Stock 48462 48462 I By Shanahan Family 2013 Insurance Trust Common Units in Focus Financial Partners, LLC 2020-09-08 4 M 0 177979 D Class A Common Stock 177979 0 D Common Units in Focus Financial Partners, LLC 2020-09-08 4 M 0 48462 D Class A Common Stock 48462 0 I By Shanahan Family 2013 Insurance Trust On September 8, 2020 (the "Exchange Date"), pursuant to the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), an aggregate of 310,723 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 226,441 shares of the Issuer's Class A common stock. Such incentive units were first converted into a number of common units in Focus LLC that took into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units were then exchanged for an equal number of shares of the Issuer's Class A common stock. Each incentive unit in 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 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 in Focus LLC on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award. Vested incentive units are 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 value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. Upon exchange, such incentive units are first converted into a number of common units in Focus LLC that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units are then exchanged for an equal number of shares of the Issuer's Class A common stock. Incentive units do not expire. Represents securities held by the Shanahan Family 2013 Insurance Trust, 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 except to the extent of his indirect pecuniary interest therein. /s/ J. Russell McGranahan as Attorney-in-Fact 2020-09-09