0001104659-22-127072.txt : 20221214
0001104659-22-127072.hdr.sgml : 20221214
20221214194945
ACCESSION NUMBER: 0001104659-22-127072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221212
FILED AS OF DATE: 20221214
DATE AS OF CHANGE: 20221214
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: 221463428
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
tm2232241-6_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-12-12
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
37.59
2022-12-12
4
A
0
35322
0
A
Class A Common Stock
35322
D
Incentive Units in Focus Financial Partners, LLC
37.59
2022-12-12
4
A
0
35322
0
A
Class A Common Stock
35322
I
By Adolf Family Trust II
Common Units in Focus Financial Partners, LLC
2022-12-12
4
A
0
26856
0
A
Class A Common Stock
26856
126233
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 on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award.
Unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, 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 was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
These incentive units will vest in four equal installments on each anniversary of December 12, 2022. Incentive units do not expire.
Vested common units are exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash. The acquisition of the derivative securities was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
These common units will vest in four equal installments on each anniversary of December 12, 2022.
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 62,847 unvested common units in Focus LLC.
/s/ J. Russell McGranahan as Attorney-in-Fact
2022-12-14