SEC Form 3 · accession 0001140361-18-034839
Focus Financial Partners Inc. · FOCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Henry R Kravis
10% Owner
George R Roberts
10% Owner
KKR & Co. Inc.
10% Owner
KKR Management Holdings Corp
10% Owner
KKR Management Holdings L.P.
10% Owner
KKR Management LLC
10% Owner
KKR Fund Holdings GP Ltd
10% Owner
KKR Fund Holdings L.P.
10% Owner
KKR Group Holdings Corp.
10% Owner
Period of report
Jul 30, 2018
Accepted (ET)
Aug 1, 2018 · 5:22 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,F6,F8,F9 | holding | — | — | — | 487,112 | I | See Footnotes | |
| Class A Common StockF2,F7,F8,F9 | holding | — | — | — | 4,114,647 | I | See Footnotes | |
| Class A Common StockF3,F7,F8,F9 | holding | — | — | — | 538,048 | 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, LLCF4,F5,F6,F8,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 4,384,002 | — | 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 KKR Freya Aggregator L.P.
- F2These shares of Class A Common Stock are held by KKR Americas XII (Freya) Blocker Parent L.P.
- F3These shares of Class A Common Stock are held by KKR Americas XII EEA (Freya) Blocker Parent L.P.
- F4Units 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.
- F5Units of Focus Financial Partners, LLC are held by KKR Freya Aggregator L.P.
- F6KKR Freya Aggregator GP LLC is the general partner of KKR Freya Aggregator L.P., KKR Americas Fund XII (Freya) L.P. is the sole member of KKR Freya Aggregator GP LLC, KKR Associates Americas XII AIV L.P. is the general partner of KKR Americas Fund XII (Freya) L.P., KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P., KKR Management Holdings L.P. is the sole member of KKR Americas XII AIV GP LLC and KKR Management Holdings Corp. is the general partner of KKR Management Holdings L.P.
- F7KKR Associates Americas XII L.P. is the general partner of KKR Americas XII (Freya) Blocker Parent L.P. and KKR Americas XII EEA (Freya) Blocker Parent L.P., KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P. and KKR Fund Holdings L.P. is the sole shareholder of KKR Americas XII Limited. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P.
- F8KKR Group Holdings Corp. is the sole shareholder of KKR Management Holdings Corp., the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
- F9Each 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.
Remarks
Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3. Exhibit List: Exhibit 24 - Powers of Attorney