0001104659-22-127074.txt : 20221214 0001104659-22-127074.hdr.sgml : 20221214 20221214195051 ACCESSION NUMBER: 0001104659-22-127074 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: Neuhoff Elizabeth R. CENTRAL INDEX KEY: 0001651168 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38604 FILM NUMBER: 221463431 MAIL ADDRESS: STREET 1: 146 SOTA DRIVE CITY: JUPITER STATE: FL ZIP: 33458 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 tm2232241-8_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-12-12 0 0001651052 Focus Financial Partners Inc. FOCS 0001651168 Neuhoff Elizabeth R. 875 THIRD AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 0 0 Incentive Units in Focus Financial Partners, LLC 37.59 2022-12-12 4 A 0 5948 0 A Class A Common Stock 5948 D Common Units in Focus Financial Partners, LLC 2022-12-12 4 A 0 2261 0 A Class A Common Stock 2261 2261 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 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 three equal installments on each anniversary of December 12, 2022, subject to the director's continued service. 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 three equal installments on each anniversary of December 12, 2022, subject to the director's continued service. /s/ J. Russell McGranahan as Attorney-in-Fact 2022-12-14