0001104659-23-097891.txt : 20230901
0001104659-23-097891.hdr.sgml : 20230901
20230901213042
ACCESSION NUMBER: 0001104659-23-097891
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230831
FILED AS OF DATE: 20230901
DATE AS OF CHANGE: 20230901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chang Leonard R.
CENTRAL INDEX KEY: 0001796968
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38604
FILM NUMBER: 231233900
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 28TH 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
tm2325394-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-31
1
0001651052
Focus Financial Partners Inc.
FOCS
0001796968
Chang Leonard R.
875 THIRD AVENUE, 28TH FLOOR
NEW YORK
NY
10022
0
1
0
0
Sr. Managing Dir/Head of M&A
0
Class A Common Stock, $0.01 par value
2023-08-31
4
M
0
947643
A
947643
D
Class A Common Stock, $0.01 par value
2023-08-31
4
D
0
947643
53.00
D
0
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
F
0
12085
53.00
D
Class A Common Stock, $0.01 par value
12085
21222
D
Incentive Units in Focus Financial Partners, LLC
33.00
2023-08-31
4
D
0
249982
0
D
Common Units in Focus Financial Partners, LLC
350018
D
Incentive Units in Focus Financial Partners, LLC
33.00
2023-08-31
4
M
0
350018
0
D
Common Units in Focus Financial Partners, LLC
132082
249982
D
Incentive Units in Focus Financial Partners, LLC
33.00
2023-08-31
4
D
0
249982
0
D
Common Units in Focus Financial Partners, LLC
0
D
Incentive Units in Focus Financial Partners, LLC
16.00
2023-08-31
4
M
0
7540
0
D
Common Units in Focus Financial Partners, LLC
5264
0
D
Incentive Units in Focus Financial Partners, LLC
9.00
2023-08-31
4
M
0
142000
0
D
Common Units in Focus Financial Partners, LLC
117886
0
D
Incentive Units in Focus Financial Partners, LLC
11.00
2023-08-31
4
M
0
65000
0
D
Common Units in Focus Financial Partners, LLC
51509
0
D
Incentive Units in Focus Financial Partners, LLC
13.00
2023-08-31
4
M
0
50000
0
D
Common Units in Focus Financial Partners, LLC
37736
0
D
Incentive Units in Focus Financial Partners, LLC
19.00
2023-08-31
4
M
0
50000
0
D
Common Units in Focus Financial Partners, LLC
32075
0
D
Incentive Units in Focus Financial Partners, LLC
21.00
2023-08-31
4
M
0
456284
0
D
Common Units in Focus Financial Partners, LLC
275492
0
D
Incentive Units in Focus Financial Partners, LLC
22.00
2023-08-31
4
M
0
145253
0
D
Common Units in Focus Financial Partners, LLC
84959
0
D
Incentive Units in Focus Financial Partners, LLC
28.50
2023-08-31
4
M
0
144717
0
D
Common Units in Focus Financial Partners, LLC
66897
0
D
Incentive Units in Focus Financial Partners, LLC
27.90
2023-08-31
4
M
0
214027
0
D
Common Units in Focus Financial Partners, LLC
101360
0
D
Incentive Units in Focus Financial Partners, LLC
44.71
2023-08-31
4
M
0
66212
0
D
Common Units in Focus Financial Partners, LLC
10357
0
D
Incentive Units in Focus Financial Partners, LLC
37.59
2023-08-31
4
M
0
37159
0
D
Common Units in Focus Financial Partners, LLC
10804
0
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
M
0
926421
0
A
Class A Common Stock, $0.01 par value
926421
947643
D
Common Units in Focus Financial Partners, LLC
2023-08-31
4
M
0
947643
0
D
Class A Common Stock, $0.01 par value
947643
0
D
Incentive Units in Focus Financial Partners, LLC
58.50
2023-08-31
4
D
0
73353
0
D
Class A Common Stock, $0.01 par value
0
D
In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 27, 2023, by and among the Issuer, Ferdinand FFP Acquisition, LLC ("Parent"), Ferdinand FFP Merger Sub 1, Inc. ("Company Merger Sub"), Ferdinand FFP Merger Sub 2, LLC ("LLC Merger Sub"), and Focus Financial Partners, LLC ("Focus LLC"), (a) LLC Merger Sub was merged with and into Focus LLC (the "LLC Merger") and (b) immediately after the LLC Merger, Company Merger Sub was merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger as a wholly-owned subsidiary of Parent.
At the effective time of the Company Merger, each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the effective time of the Company Merger, was converted into the right to receive cash in an amount equal to $53.00 per Class A Share, without interest and subject to any required withholding taxes (the "Merger Consideration"). As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Class A Shares.
Immediately prior to the effective time of the LLC Merger, all of the outstanding vested Common Units and Incentive Units of Focus LLC with a hurdle amount that is less than the Merger Consideration were exchanged for Class A Shares. The Incentive Units were first converted into a number of Common Units that took into account the Merger Consideration and such Incentive Units' aggregate hurdle amount, and the resulting Common Units were then exchanged for an equal number of Class A Shares (the conversions, collectively, the "Vested Units Exchanges"). As a result of the Vested Units Exchanges, the reporting person no longer beneficially owns, directly or indirectly, any Common Units or Incentive Units.
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.
These Incentive Units were scheduled to vest linearly on the sixth anniversary of the Issuer's initial public offering; however, in connection with the Mergers, the reporting person agreed that 350,018 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 249,982 of these Incentive Units would be forfeited and cancelled for no consideration.
These Incentive Units are fully vested. Incentive Units do not expire.
53,507 of these Incentive Units were scheduled to vest on December 11, 2023; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
33,106 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 7, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
These Incentive Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
(a) 3,369 of the reporting person's Common Units were scheduled to vest in two equal installments on each anniversary of December 7, 2023, (b) 11,651 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 14,126 of the Common Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Common Units was accelerated to immediately prior to the effective time of the Mergers. In connection with such vesting, 12,085 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting.
Immediately prior to the effective time of the LLC Merger, each Incentive Unit, whether vested or unvested, with a hurdle amount that was equal to or greater than the Merger Consideration, was forfeited and cancelled for no consideration. As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Incentive Units.
/s/ J. Russell McGranahan as Attorney-in-Fact
2023-09-01