SEC Form 3 · accession 0000899243-18-020997
Focus Financial Partners Inc. · FOCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
STONE POINT CAPITAL LLC
Director · 10% Owner
Trident VI, L.P.
Director · 10% Owner
Trident VI Parallel Fund, L.P.
Director · 10% Owner
Trident VI DE Parallel Fund, L.P.
Director · 10% Owner
Trident Capital VI, L.P.
Director · 10% Owner
Trident FFP GP LLC
Director · 10% Owner
Trident FFP LP
Director · 10% Owner
Period of report
Jul 30, 2018
Accepted (ET)
Aug 1, 2018 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001651052
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F7,F10 | holding | — | — | — | 1,099,808 | I | See Footnotes | |
| Class A Common StockF2,F8,F9,F10 | holding | — | — | — | 1,274,093 | I | See Footnotes | |
| Class A Common StockF3,F8,F9,F10 | holding | — | — | — | 8,932,981 | I | See Footnotes | |
| Class A Common StockF4,F8,F9,F10 | holding | — | — | — | 189,319 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Focus Financial Partners, LLCF5,F6,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 9,898,270 | — | I |
Explanation of responses
- F1These shares of Class A common stock ("Class A Common Stock") of Focus Financial Partners Inc. (the "Issuer") are held by Trident FFP LP.
- F10Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's 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 Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- F2These shares of Class A Common Stock are held by Trident VI, L.P.
- F3These shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P.
- F4These shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.
- F5Units 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 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, 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.
- F6Held by Trident FFP LP.
- F7The sole general partner of Trident FFP LP is Trident FFP GP LLC.
- F8The 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") is Trident Capital VI, L.P.
- F9Pursuant 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.
Remarks
On July 30, 2018, James D. Carey, a member and senior principal of Stone Point Capital LLC, was appointed to the board of directors of the Issuer. Mr. Carey is (i) a member of the investment committee and owner of one of the five general partners of Trident Capital VI, L.P. (the general partner of Trident VI, L.P.) and (ii) an owner of one of five members of Trident FFP FP LLC (the general partner of Trident FFP LP). On the basis of the relationships between Mr. Carey and the Reporting Persons, each of the Reporting Persons may be deemed a director by deputization in respect of the Issuer.