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