Filing Details

Accession Number:
0001104659-20-103253
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-09-09 07:30:59
Reporting Period:
2020-09-08
Accepted Time:
2020-09-09 07:30:59
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1651052 Focus Financial Partners Inc. FOCS Investment Advice (6282) 474780811
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1796968 R. Leonard Chang 875 Third Avenue, 28Th Floor
New York NY 10022
Sr. Managing Dir/head Of M&a No Yes No No
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 2020-09-08 186,783 $0.00 186,783 No 4 M Direct
Class A Common Stock Disposition 2020-09-08 186,783 $31.05 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Units In Focus Financial Partners, Llc Incentive Units in Focus Financial Partners, LLC Disposition 2020-09-08 10,316 $0.00 0 $6.00
Common Units In Focus Financial Partners, Llc Incentive Units in Focus Financial Partners, LLC Disposition 2020-09-08 145,464 $0.00 0 $7.00
Common Units In Focus Financial Partners, Llc Incentive Units in Focus Financial Partners, LLC Disposition 2020-09-08 80,000 $0.00 0 $9.00
Class A Common Stock Common Units in Focus Financial Partners, LLC Acquisiton 2020-09-08 186,783 $0.00 186,783 $0.00
Class A Common Stock Common Units in Focus Financial Partners, LLC Disposition 2020-09-08 186,783 $0.00 186,783 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
0 No 4 M Direct
142,000 No 4 M Direct
186,783 No 4 M Direct
0 No 4 M Direct
Footnotes
  1. On September 8, 2020 (the "Exchange Date"), pursuant to the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), an aggregate of 235,780 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 186,783 shares of the Issuer's Class A common stock. Such incentive units were first converted into a number of common units in Focus LLC that took into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units were then exchanged for an equal number of shares of the Issuer's Class A common stock.
  2. Each incentive unit in 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 in Focus LLC on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award.
  3. Vested incentive units are 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 value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. Upon exchange, such incentive units are first converted into a number of common units in Focus LLC that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units are then exchanged for an equal number of shares of the Issuer's Class A common stock. Incentive units do not expire.