| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FOCS | Incentive Units in Focus Financial Partners, LLC | Options Exercise | $0 | -600K | -79.26% | $0.00 | 157K | Dec 20, 2021 | Common Units in Focus Financial Partners, LLC | $9.00 | Direct | F1, F2, F3 | |
| transaction | FOCS | Common Units in Focus Financial Partners, LLC | Options Exercise | +505K | +715.26% | 576K | Dec 20, 2021 | Class A Common Stock | 505K | Direct | F2, F4, F6 | |||
| transaction | FOCS | Common Units in Focus Financial Partners, LLC | Sale | -$27.6M | -505K | -87.73% | $54.72 | 70.6K | Dec 20, 2021 | Class A Common Stock | 505K | Direct | F2, F4, F6 | |
| holding | FOCS | Common Units in Focus Financial Partners, LLC | 160K | Dec 20, 2021 | Class A Common Stock | 160K | By Adolf Family Trust II | F4, F5 |
| Id | Content |
|---|---|
| F1 | Each 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 in Focus LLC on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award. |
| F2 | On December 20, 2021, pursuant to the Fourth Amended and Restated Operating Agreement of Focus LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), 600,000 of the Reporting Person's vested incentive units in Focus LLC were converted into 505,263 common units in Focus LLC, based on a value of the Issuer's Class A common stock equal to $57.00, and the resulting common units were purchased by Focus LLC for $54.72 per unit with a portion of the proceeds from the Issuer's underwritten public offering of Class A common stock. |
| F3 | Vested incentive units are 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 value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. Upon exchange, such incentive units are first converted into a number of common units in Focus LLC that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units are then exchanged for an equal number of shares of the Issuer's Class A common stock or cash. Incentive units do not expire. |
| F4 | Vested common units in Focus LLC are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) an equal number of shares of the Issuer's Class A common stock or (ii) at the election of the Issuer, cash. |
| F5 | Represents securities held by the Adolf Family Trust II, an irrevocable trust established by the Reporting Person for the benefit of his children. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein. |
| F6 | Includes 9,700 unvested common units in Focus LLC. |