SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McGranahan John Russell

(Last)

(First)

(Middle)

515 NORTH FLAGLER DRIVE

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units in Focus Financial Partners, LLC	⁽¹⁾	12/22/2022		F⁽²⁾			757	⁽¹⁾	⁽¹⁾	Class A Common Stock	757	$37.71	11,674⁽³⁾	D
Common Units in Focus Financial Partners, LLC	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	100		100	D
Common Units in Focus Financial Partners, LLC	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,210		4,210⁽⁵⁾	D
Common Units in Focus Financial Partners, LLC	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	11,306		11,306⁽⁶⁾	D

Explanation of Responses:

1. As previously reported, on December 22, 2021, the Reporting Person acquired 12,431 unvested common units that vest in four equal installments on each anniversary of December 22, 2021. Vested common units are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC ("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.

2. On December 22, 2022, 3,108 of the Reporting Person's unvested common units vested and 757 of such common units were withheld by the Issuer to satisfy the tax obligations upon vesting. The number of common units withheld was based on the closing price of the Issuer's Class A common stock on December 21, 2022.

3. As of the date of this report, 2,351 of these common units are vested and 9,323 of these common units are unvested.

4. Vested common units are exchangeable (together with an equal number of shares of Class B common stock), 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.

5. These common units will vest in four equal installments on each anniversary of December 7, 2020. As of the date of this report, 1,683 of these common units are vested and 2,527 of these common units are unvested.

6. These common units will vest in four equal installments on each anniversary of December 12, 2022.

	/s/ J. Russell McGranahan	12/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.