Filing Details

Accession Number:
0000899243-21-009909
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-03-04 17:57:27
Reporting Period:
2021-03-02
Accepted Time:
2021-03-04 17:57:27
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1651052 Focus Financial Partners Inc. FOCS () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1490137 D James Carey C/o Stone Point Capital Llc
20 Horseneck Lane
Greenwich CT 06830-6327
Yes No 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 2021-03-02 1,296,885 $0.00 12,793,086 No 4 C Indirect See Footnotes
Class A Common Stock Disposition 2021-03-02 4,662,270 $46.20 8,130,816 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Footnotes
No 4 S Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Units of Focus Financial Partners, LLC Disposition 2021-03-02 1,296,885 $0.00 1,296,885 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
8,601,385 No 4 C Indirect
Footnotes
  1. Units of Focus Financial Partners, LLC represent limited liability company units of Focus Financial Partners, LLC and an equal number of shares of Class B common stock ("Class B Common Stock") of Focus Financial Partners Inc. (the "Issuer"), which together are exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A Common Stock ("Class A Common Stock") of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC.
  2. This amount represents the $48.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $1.80 per share of Class A Common Stock.
  3. Securities disposed of consists of shares of Class A Common Stock of the Issuer held as follows: (a) 2,396,693 shares of Class A Common Stock are held by Trident FFP LP, (b) 277,650 shares of Class A Common Stock are held by Trident VI, L.P., (c) 1,946,670 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 41,257 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P. The sole general partner of Trident FFP LP is Trident FFP GP LLC, and the sole general partner of each of Trident VI, L.P., Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P. (collectively, the "Trident VI Partnerships" and, together with Trident FFP LP, the "Trident Stockholders") is Trident Capital VI, L.P.
  4. Pursuant to certain management agreements, Stone Point Capital LLC has received delegated authority by Trident Capital VI, L.P. relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident Capital VI, L.P. or a majority of the general partners of Trident Capital VI, L.P. The management agreements do not delegate any power with respect to the disposition of Class A Common Stock or Class B Common Stock held by the Trident VI Partnerships. James D. Carey, as a member and managing director at Stone Point Capital LLC and an owner of one of five members of Trident FFP GP LLC and one of five general partners of Trident Capital VI, L.P., may be deemed to be the beneficial owner of the securities held directly by the Trident Stockholders.
  5. Held by Trident FFP LP.
  6. Beneficially owned securities consists of shares of Class A Common Stock of the Issuer held as follows: (a) 2,396,693 shares of Class A Common Stock are held by Trident FFP LP, (b) 1,274,093 shares of Class A Common Stock are held by Trident VI, L.P., (c) 8,932,981 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 189,319 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.
  7. Beneficially owned securities consists of shares of Class A Common Stock of the Issuer held as follows: (a) 0 shares of Class A Common Stock are held by Trident FFP LP, (b) 996,443 shares of Class A Common Stock are held by Trident VI, L.P., (c) 6,986,311 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 148,062 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.
  8. Mr. Carey disclaims beneficial ownership of the shares and units held of record or beneficially by the Trident Stockholders, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, Mr. Carey is the beneficial owner of any securities reported herein.