| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FOCS | Class A Common Stock | Options Exercise | +8.25M | 8.25M | Aug 31, 2023 | See Footnotes | F1, F2, F3, F8, F11 | |||
| transaction | FOCS | Class A Common Stock | Disposed to Issuer | -$437M | -8.25M | -100% | $53.00 | 0 | Aug 31, 2023 | See Footnotes | F1, F3, F8, F11 |
| transaction | FOCS | Class A Common Stock | Disposed to Issuer | -$50.7M | -956K | -100% | $53.00 | 0 | Aug 31, 2023 | See Footnotes | F1, F4, F9, F10, F11 |
| transaction | FOCS | Class A Common Stock | Disposed to Issuer | -$355M | -6.7M | -100% | $53.00 | 0 | Aug 31, 2023 | See Footnotes | F1, F5, F9, F10, F11 |
| transaction | FOCS | Class A Common Stock | Disposed to Issuer | -$7.53M | -142K | -100% | $53.00 | 0 | Aug 31, 2023 | See Footnotes | F1, F6, F9, F10, F11 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FOCS | Units of Focus Financial Partners, LLC | Options Exercise | $0 | -8.25M | -100% | $0.00* | 0 | Aug 31, 2023 | Class A Common Stock | 8.25M | See Footnotes | F1, F2, F7, F8, F11 |
Stone Point Capital Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Focus Financial Partners Inc. (the "Issuer") was acquired by Ferdinand FFP Acquisition, LLC pursuant to an Agreement and Plan of Merger dated as of February 27, 2023, pursuant to which (i) limited liability company units of Focus Financial Partners, LLC were exchanged for shares of Class A common stock ("Class A Common Stock") of the Issuer on a one for one basis and a corresponding number of shares of Class B common stock ("Class B Common Stock") of the Issuer were surrendered to the Issuer for cancellation, (ii) each share of Class A Common Stock (other than certain excluded shares) was converted into the right to receive $53.00 in cash, and (iii) each share of Class B Common Stock of the Issuer was cancelled and ceased to exist. |
| F2 | Limited liability company units of Focus Financial Partners, LLC, which were 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 of the Issuer, 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. |
| F3 | These shares of Class A Common Stock are held by Trident FFP L.P. |
| F4 | These shares of Class A Common Stock are held by Trident VI, L.P. |
| F5 | These shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. |
| F6 | These shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P. |
| F7 | Held by Trident FFP LP. |
| F8 | The sole general partner of Trident FFP LP is Trident FFP GP LLC. |
| F9 | The 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. |
| F10 | Pursuant 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. |
| F11 | Each 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 were the beneficial owners of any securities reported herein. |
James D. Carey, a member and managing director of Stone Point Capital LLC, was a member of the board of directors of the Issuer. Mr. Carey is (i) an owner of one of the five general partners of Trident Capital VI, L.P. (the general partner of each of the Trident Partnerships) and (ii) an owner of one of five members of Trident FFP GP 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 have been deemed a director by deputization in respect of the Issuer.