SEC Form 4 · accession 0001104659-18-048179
Focus Financial Partners Inc. · FOCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Deborah D McWhinney
Director
Period of report
Jul 30, 2018
Accepted (ET)
Jul 30, 2018 · 7:42 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 Stock | Jul 30, 2018 | P | 3,000 | $33.00 | A | 3,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Units in Focus Financial Partners, LLCF1,F3,F2 | $33.00 | Jul 30, 2018 | A | 30,000 | A | — | — | Class A Common Stock | — | 30,000 | D |
Explanation of responses
- F1Each 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.
- F2In 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.
- F3These incentive awards will vest in three equal installments on each anniversary of July 25, 2018, subject to the director's continued service.