- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2018-07-30 19:40:20
- Reporting Period:
- Accepted Time:
- 2018-07-30 19:40:20
- SEC Url:
- Form 4 Filing
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1294062||Noah Gottdiener||825 Third Avenue, 27Th Floor |
New York NY 10022
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Class A Common Stock||Acquisiton||2018-07-30||7,575||$33.00||7,575||No||4||P||Direct|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
Reported Derivative Transactions
|Sec. Name||Sec. Type||Acquisiton - Disposition||Date||Amount||Price||Amount - 2||Price - 2|
|Class A Common Stock||Incentive Units in Focus Financial Partners, LLC||Acquisiton||2018-07-30||30,000||$0.00||0||$33.00|
|Remaning Holdings||Exercise Date||Expiration Date||Equity Swap Involved||Transaction Form Type||Transaction Code||Nature of Ownership|
- 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 in Focus LLC 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. Incentive units do not expire.
- In connection with the Issuer's initial public offering, on July 30, 2018, the Issuer entered into the Fourth Amended and Restated Operating Agreement of Focus LLC (the "Fourth Amended and Restated Focus LLC Agreement"), pursuant to which unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, 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 resulting from the execution of the Fourth Amended and Restated Focus LLC Agreement was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
- These incentive awards will vest in three equal installments on each anniversary of July 25, 2018, subject to the director's continued service.