0001104659-21-001088.txt : 20210105
0001104659-21-001088.hdr.sgml : 20210105
20210105182447
ACCESSION NUMBER: 0001104659-21-001088
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210101
FILED AS OF DATE: 20210105
DATE AS OF CHANGE: 20210105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mashinsky Kristine
CENTRAL INDEX KEY: 0001838183
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 21507881
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH 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
tm211795d2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-01-01
0
0001651052
Focus Financial Partners Inc.
FOCS
0001838183
Mashinsky Kristine
875 THIRD AVENUE, 28TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Incentive Units in Focus Financial Partners, LLC
43.50
2021-01-01
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.
Unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, as amended (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.
The acquisition of the derivative securities was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
These incentive units will vest in three equal installments on each anniversary of January 1, 2021, subject to the director's continued service.
/s/ J. Russell McGranahan as Attorney-in-Fact
2021-01-05