0001104659-22-127080.txt : 20221214
0001104659-22-127080.hdr.sgml : 20221214
20221214195359
ACCESSION NUMBER: 0001104659-22-127080
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: Shanahan James
CENTRAL INDEX KEY: 0001746394
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 221463440
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
tm2232241-14_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-12-12
0
0001651052
Focus Financial Partners Inc.
FOCS]
0001746394
Shanahan James
875 THIRD AVENUE, 28TH FLOOR
NEW YORK
NY
10022
0
1
0
0
Chief Financial Officer
Incentive Units in Focus Financial Partners, LLC
37.59
2022-12-12
4
A
0
33240
0
A
Class A Common Stock
33240
I
By James Shanahan 2020 Irrevocable Insurance Trust
Common Units in Focus Financial Partners, LLC
2022-12-12
4
A
0
12636
0
A
Class A Common Stock
12636
31129
I
By James Shanahan 2020 Revocable Trust
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 22, 2021.
Represents securities held by the James Shanahan 2020 Irrevocable Insurance Trust, an irrevocable trust established by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.
Includes 29,354 unvested common units.
Represents securities held by the James Shanahan 2020 Revocable Trust, a revocable living trust established by the Reporting Person. 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
2022-12-14