SEC Form 4 · accession 0001104659-18-074136

Focus Financial Partners Inc. · FOCS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CEO and Chairman · Director

Period of report

Dec 18, 2018

Accepted (ET)

Dec 20, 2018 · 5:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001651052

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Incentive Units in Focus Financial Partners, LLC^F1,F2,F3	$28.50	Dec 18, 2018	A	331,642	A	—	—	Class A Common Stock	—	331,642	D

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 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.
F2Unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, 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 was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
F3These incentive units will vest in four equal installments on each anniversary of December 18, 2018.