Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-20-103252
Date:2020-09-08
Issuer: FOCUS FINANCIAL PARTNERS INC. (FOCS)
Original Submission Date:

Reporting Person:

SHANAHAN JAMES
875 THIRD AVENUE, 28TH FLOOR
NEW YORK, NY 10022

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-09-08 M 177,979 a $0.00 177,979 direct
CLASS A COMMON STOCK 2020-09-08 M 48,462 a $0.00 48,462 indirect
CLASS A COMMON STOCK 2020-09-08 S 177,979 d $31.05 0 direct
CLASS A COMMON STOCK 2020-09-08 S 48,462 d $31.05 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
INCENTIVE UNITS IN FOCUS FINANCIAL PARTNERS, LLC 9.0 2020-09-08 deemed execution date M 235,723 (d) common units in focus financial partners, llc 177,979 $9.00 181,277 direct
INCENTIVE UNITS IN FOCUS FINANCIAL PARTNERS, LLC 13.0 2020-09-08 deemed execution date M 75,000 (d) common units in focus financial partners, llc 48,462 $13.00 0 indirect by shanahan family 2013 insurance trust(4)
COMMON UNITS IN FOCUS FINANCIAL PARTNERS, LLC 0.0 2020-09-08 deemed execution date M 177,979 (a) class a common stock 177,979 $0.00 177,979 direct
COMMON UNITS IN FOCUS FINANCIAL PARTNERS, LLC 0.0 2020-09-08 deemed execution date M 48,462 (a) class a common stock 48,462 $0.00 48,462 indirect by shanahan family 2013 insurance trust
COMMON UNITS IN FOCUS FINANCIAL PARTNERS, LLC 0.0 2020-09-08 deemed execution date M 177,979 (d) class a common stock 177,979 $0.00 0 direct
COMMON UNITS IN FOCUS FINANCIAL PARTNERS, LLC 0.0 2020-09-08 deemed execution date M 48,462 (d) class a common stock 48,462 $0.00 0 indirect by shanahan family 2013 insurance trust
Footnotes
IDfootnote
f1 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 310,723 of the reporting persons' vested incentive units in focus financial partners, llc ("focus llc") were exchanged for an aggregate of 226,441 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.
f2 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.
f3 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.
f4 represents securities held by the shanahan family 2013 insurance trust, an irrevocable trust established by the reporting person for the benefit of his children. the reporting person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.
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