0001104659-21-151682.txt : 20211220
0001104659-21-151682.hdr.sgml : 20211220
20211220160717
ACCESSION NUMBER: 0001104659-21-151682
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211220
FILED AS OF DATE: 20211220
DATE AS OF CHANGE: 20211220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Adolf Ruediger
CENTRAL INDEX KEY: 0001746236
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 211505317
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
tm2135861-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-20
0
0001651052
Focus Financial Partners Inc.
FOCS
0001746236
Adolf Ruediger
515 NORTH FLAGLER DRIVE
WEST PALM BEACH
FL
33401
1
1
0
0
CEO and Chairman
Incentive Units in Focus Financial Partners, LLC
9
2021-12-20
4
M
0
600000
0
D
Common Units in Focus Financial Partners, LLC
157000
D
Common Units in Focus Financial Partners, LLC
2021-12-20
4
M
0
505263
A
Class A Common Stock
505263
575903
D
Common Units in Focus Financial Partners, LLC
2021-12-20
4
S
0
505263
54.72
D
Class A Common Stock
505263
70640
D
Common Units in Focus Financial Partners, LLC
Class A Common Stock
160450
160450
I
By Adolf Family Trust II
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 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.
On December 20, 2021, pursuant to the Fourth Amended and Restated Operating Agreement of Focus LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), 600,000 of the Reporting Person's vested incentive units in Focus LLC were converted into 505,263 common units in Focus LLC, based on a value of the Issuer's Class A common stock equal to $57.00, and the resulting common units were purchased by Focus LLC for $54.72 per unit with a portion of the proceeds from the Issuer's underwritten public offering of Class A common stock.
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 or cash. Incentive units do not expire.
Vested common units in Focus LLC are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) an equal number of shares of the Issuer's Class A common stock or (ii) at the election of the Issuer, cash.
Represents securities held by the Adolf Family Trust II, 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.
Includes 9,700 unvested common units in Focus LLC.
/s/ J. Russell McGranahan as Attorney-in-Fact
2021-12-20